UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K





|(Mark one)
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|x         

For the fiscal year ended September 30, 2014

OR

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For the transition period from _________________to

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|--------------------------------- | 
|Commission File Number: 000-54492 | 
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IPOWORLD

(Exact name of
registrant as specified in its charter)

_________________

|Nevada                       |                                   | 27-3088652       |                    
|---------------------------- | --------------------------------- | ---------------- | -------------------
|(State or Other Jurisdiction |                                   | (I.R.S. Employer |                    
|                             | of Incorporation or Organization) |                  | Identification No.)
|                             |                                   |                  |                    



|3472 Research Pkwy., No. 104, Colorado Springs, CO |  | 80920      | 
|-------------------------------------------------- |  | ---------- | 
|(Address of principal executive offices)           |  | (Zip Code)
|                                                   |  |            | 



(719) 445-1234

(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. YesoNoþ



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.

YesoNoþ



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. YesþNoo



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). YesþNoo



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. [X]





|Large accelerated filero                      | Accelerated filer      | o                         |  
|--------------------------------------------- | ---------------------- | ------------------------- | -
|                                              | Non-accelerated filero | 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). YesoNoþ



The aggregate market value of the Company's common shares of voting
stock held by non-affiliates of the Company as of January 13, 2015, computed by reference to the last sale on November 7, 2014
of $4.75 per-share price quoted on the OTCBB was $68,875,000.



There were 42,000,000 shares
of Common Stock issued and outstanding as of January 13, 2015.











INDEX



|         | TITLE                                                                                      | PAGE
|-------- | ------------------------------------------------------------------------------------------ | ----
|         |                                                                                            |     
|ITEM 1.  | Business                                                                                   | 5   
|         |                                                                                            |     
|ITEM 2.  | Properties                                                                                 | 20  
|         |                                                                                            |     
|ITEM 3.  | Legal Proceedings                                                                          | 20  
|         |                                                                                            |     
|ITEM 4.  | Submission of Matters to a Vote of Security Holders                                        | 20  
|         |                                                                                            |     
|ITEM 5.  | Market for Common Equity and Related Stockholder Matters                                   | 20  
|         |                                                                                            |     
|ITEM 7.  | Management’s Discussion and Analysis of Financial Condition                                | 23  
|         |                                                                                            |     
|ITEM 8.  | Consolidated Financial Statements and Supplementary Data                                   | 26  
|         |                                                                                            |     
|ITEM 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure       | 27  
|         |                                                                                            |     
|ITEM 9A. | Controls and Procedures                                                                    | 27  
|         |                                                                                            |     
|ITEM 10. | Directors, Executive Officers and Corporate Governance                                     | 31  
|         |                                                                                            |     
|ITEM 11. | Executive Compensation                                                                     | 35  
|         |                                                                                            |     
|ITEM 12. | Security Ownership of Certain Beneficial Owners Management and Related Stockholder Matters | 37  
|         |                                                                                            |     
|ITEM 13. | Certain Relationships and Related Transactions and Director Independence                   | 40  
|         |                                                                                            |     
|ITEM 14. | Principal Accounting Fees and Services                                                     | 40  
|         |                                                                                            |     
|ITEM 15. | Exhibits, Consolidated Financial Statement Schedules                                       | 41  
|         |                                                                                            |     















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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. The factors impacting these risks and uncertainties include,
but are not limited to:



·inability to raise additional financing for working capital;



·inability to build a customer base for our services;







3













·deterioration in general or regional economic, market and political conditions;



·the fact that our accounting policies and methods are fundamental to how we report our financial
condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;



·adverse state or federal legislation or regulation that increases the costs of compliance,
or adverse findings by a regulator with respect to existing operations;



·changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets
in which we operate;



·inability to efficiently manage our operations;



·inability to achieve future operating results;



·our ability to recruit and hire key employees;



·the inability of management to effectively implement our strategies and business plans; and



·the other risks and uncertainties detailed in this report.



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





AVAILABLE INFORMATION



We file annual, quarterly and special reports
and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov.
You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800)
SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report
to security holders, including audited consolidated financial statements, at no charge upon receipt to of a written request to
us at IPOWorld , 3472 Research Pkwy., No. 104, Colorado Springs, CO 80920.





4









PART I



ITEM 1. BUSINESS



History and Organization



The Company was organized April 26, 2010 (Date
of Inception) under the laws of the State of Nevada, as General Cleaning and Maintenance. On March 15, 2013, the Company filed
a Certificate of Amendment with the Nevada Secretary of State to change its corporate name to: IPOWorld. The original business
of the Company was to provide a wide range of janitorial and cleaning services for clients. IPOWorld incorporated MSPR, a Nevada
corporation, as a wholly-owned subsidiary of IPOWorld on November 24, 2014. As the Company underwent a change of control and management,
it shifted its business to creating a portfolio of real estate properties that service the
cannabis industry. The Company business focus includes consulting, construction, property management and land/equipment leasing
to licensed cannabis production and processing clients.



Our Business



IPOWorld
is focused on creating a portfolio of real estate properties that service the cannabis industry. We are in the business of consulting,
construction, property management and land/equipment leasing to licensed cannabis production and processing clients.We
do not grow, harvest, distribute, market nor sell cannabis. The company acquires and/or leases properly zoned land and related
facilities with the intent to build and/or do leasehold improvements to existing buildings and rent to licensed tenants for their
operations. Lessees pay rent and other management fees for the use of our properties, all in compliance with applicable local and
state laws and regulations.



The cannabis industry is still concentrated
in a few States and lacks recognized regional or national leaders. Those companies that understand the Washington and Colorado
business "landscape" have an opportunity to pursue and develop other markets.



About IPOWorld



IPOWorld is a single-source, integrated engineering
and construction management firm that specializes in build-to-succeed cannabis facilities. We utilize the highest quality components
and newest technologies to virtually meet any licensees requirements. Our independent contract team consists of design engineers,
licensed contractors, steel building manufacturers, specialty licensed subcontractors and outside consultants. IPOWorld can design,
manage and build-out a new or existing building and transform it into a state-of-the-art marijuana growing/processing operation.



The IPOWorld lease and consult model also allows
clients to avoid having to seek an equity partner for capitalization and funding of their licensed growing operations. IPOW simply
provides state applicant grower/processors with its infrastructure asset in exchange for monthly rental and ongoing management
fees.



5









IPOWorld believes that creating infrastructure
alone does not necessarily insure a financially successful operation. As such, the Company provides licensees with access to professional
consultants that have extensive hands-on experience as actual commercial cannabis growers, processors and dispensary owners. This
access to expert knowledge is an important piece to the potential future success of grower/processor clients.



IPOWorld intends to provide the following consulting
services to its licensee production/processing clients:



·Business Planning

·Preparation of Applications for Licensing

·Define Start-up Costs

·Operational Analysis

·Preparation of Operating Plans for Licensing

·Cultivation/Processing Management Software

·Real Estate or Facility Sourcing

·Cultivation Facility Design and Build Out

·Selection of Necessary Equipment

·Select Contractors

·Supervise Build Out

·Point of Sale Systems

·Regulatory and Licensing

·Compliance and Applications

·Develop Business Growth Strategies

·Business Coaching

·Project Management for Outdoor, Greenhouse or
Indoor Facilities

·Yield Analysis

·Staffing Requirements

·Financial Projections

·Potential Yield Analysis

·Soil or Growing Medium Management

·Environmental Controls

·Define Integrated Pest Management Systems

·Develop Processing Protocols and Train Employees

·Define Sales and Marketing Strategies

·Develop Branding Program

·Create Public Relations and Social Media Programs

·Training and Education of Staff

·Set up Tracking Systems

·Define Security Systems

·Set up Accounting System

·Create Employees Handbook





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Overview of the Market



As of January 2014, four (4) States, Washington,
Colorado, Oregon and Alaska, have legalized the recreational use of marijuana. Additionally, twenty three (23) States and the District
of Columbia have enacted laws legalizing medical use of marijuana (including recreational states), while six more states are considering
similar measures. According to the latest Gallop Poll, for the first time in history, a majority (58%) of U.S. citizens believe
marijuana use for both medical and recreational purposes should be legalized.



At present, there are over one million registered
holders of medical marijuana cards in the United States. The average medical marijuana user spends approximately $2,000 a year.



Funding



With the $200,000 funding we received on September
30, 2014, we are now in the process of building a cannabis cultivation facility in Olympia, Washington. Construction of the facility
is underway. The cannabis grower/processor has permission from the local and state authorities in the State of Washington to build
up to a 10,000 square foot cannabis cultivation facility. They have applied for a Tier II cannabis license that requires that their
facility be built and then inspected before a final cultivation/processing license is issued. This 10,000 sq. ft. facility is located
on a 65 acre parcel of land owned by the Licensee. Once the facility is completed and final inspection is approved by the State
of Washington, we expect our fees to complete the facility and provide consulting will range between $350,000 to $400,000. If this
materializes, this will generate for the Company between $150,000 to $200,000 in profit. After the final license has been issued
and we receive our construction/consulting fees, we plan to expand our operations. We have identified a larger construction site
in Elma, Washington to build a state of the art Co-location Facility for additional grower/processors to conduct their business.



MSPR Subsidary



IPOWorld incorporated MSPR, a Nevada corporation,
as a wholly-owned subsidiary of IPOWorld on November 24, 2014. It is management's intention that the subsidiary act as a separate
entity that provides security and protection services for IPOWorld's and other businesses operations. The subsidiary will be a
distinct company with different financial, investment and operating characteristics so that each company can adopt their own business
strategies and objectives tailored to their respective markets.











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Competition



Our competitors have substantially greater
financial, technical, and marketing resources than we do and may succeed in developing products that would render our services
obsolete or noncompetitive. In addition, many of these competitors have significantly greater experience than we do in their respective
fields. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in
a timely manner and are technologically superior to, and/or are less expensive than, other products/services on the market. Current
competitors or other companies may develop technologies and services that are more effective than ours. Our technologies and services
may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of
our competitors. The existing approaches of our competitors or new approaches or technology developed by our competitors may be
more effective than those developed by us.



IPOWorld's Funding Requirements



Future funding could result in potentially
dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to
goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and
financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company
to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such
financing, if available, might be dilutive.



Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions



We do not have any trademarks, patents, or
other intellectual property. We plan to rely on trade secrets, technical know-how, and continuing invention to develop and maintain
our competitive position. We will take security measures to protect our trade secrets, proprietary know-how and technologies, and
confidential data and continue to explore further methods of protection. Our policy is to execute confidentiality agreements with
our employees and consultants upon the commencement of an employment or consulting arrangement with us. These agreements generally
require that all confidential information developed or made known to the individual by us during the course of the individual’s
relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions
conceived by the individual in the course of rendering services to us shall be our exclusive property.



Effect of Government Regulation on Business



Marijuana is a Schedule I controlled substance
and is illegal under federal law. Even in those States in which the use of cannabis has been legalized, its use remains a violation
of federal laws.





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A Schedule I controlled substance is defined
as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision
and a high potential for abuse. If the federal government decides to enforce the Controlled Substances Act in Colorado with respect
to marijuana, persons that are charged with distributing, possessing with intent to distribute, or growing marijuana could be subject
to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.



As of December 30, 2014, twenty-three (23)
States and the District of Columbia allowed its citizens to use Medical Marijuana. Additionally, voters in the states of Colorado,
Washington, Oregon and Alaska approved ballot measures last November to legalize cannabis for adult use. The state laws are in
conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The
Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement
agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However,
there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal
laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly.
Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage
to us. While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement
by the Federal or state governments.



Despite the Obama administration’s statements,
the Department of Justice has stated that it will continue to enforce the Controlled Substance Act with respect to marijuana in
regulated states to prevent:



·the distribution of marijuana to minors;

·criminal enterprises, gangs and cartels receiving revenue from the sale of marijuana;

·the diversion of marijuana from states where it is legal under state law to other states;

·state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or
other illegal activity;

·violence and the use of firearms in the cultivation and distribution of marijuana;

·driving while impaired and the exacerbation of other adverse public health consequences associated with marijuana use;

·the growing of marijuana on public lands; and

·marijuana possession or use on federal property.



In the future we may be subject to additional
laws, regulations, policies, approvals and the like of federal, state, local, municipal, foreign and other bodies.



Compliance With Environmental Laws



We seek to comply with all applicable statutory
and administrative requirements concerning environmental quality. We are required to comply with environmental compliance and protection.
Expenditures for compliance with environmental laws have not had, and are not expected to have, a material effect on our capital
expenditures, results of operation or competitive position.



9









INTELLECTUAL PROPERTY



The Company plans to rely on a combination
of trademark, copyright, trade secret and patent laws in the United States as well as confidentiality procedures and contractual
provisions to protect our proprietary technology and our brand. The Company plans also to rely on copyright laws to protect our
future computer programs and our proprietary databases.



From time-to-time, IPOWorld may encounter disputes
over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect its proprietary
rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm the business,
the brand and reputation, and the ability to compete. Also, protecting IPOWorld's intellectual property rights could be costly
and time consuming.





Employees



The Company currently has one employee who
is also the officer/director of the Company. The Company plans to utilize additional independent contractors on a part-time/as
needed basis.



















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RISK FACTORS



RISK FACTORS RELATING TO OUR COMPANY



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 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 developmental stage companies and the
competitive and regulatory 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
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 common
stock to the point investors may lose their entire investment. Even if we accomplish these objectives, we may not generate positive
cash flows or profits we anticipate in the future.



2.
As we have never generated any revenues since our inception, 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 September 30, 2014, 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 September 30, 2014. 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 auditor’s have raised a substantial doubt about our ability to continue as a going concern,
this typically results in 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. We plan to seek additional funds through private placements of our
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 revenues or find financing, then we likely will be forced to cease operations and investors will
likely lose their entire investment, investors may lose their entire investment.







11











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



We have prepared audited financial statements
for the year ended September 30, 2013, which show we have no cash and cash equivalents. 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.



4. IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY
AGAINST LARGER COMPETITORS WITH GREATER RESOURCES, OUR PROSPECTS FOR FUTURE SUCCESS WILL BE JEOPARDIZED.



We will face intense competition from larger
and better-established companies that may prevent us from ever becoming a significant company. Management expects the competition
to intensify in the future. Pressures created by our future competitors could negatively impact our business, results of operations
and financial condition.



Many of our potential competitors have longer
operating histories, larger customer bases, and significantly greater financial, marketing, technical and other resources. In addition,
our competitors may acquire or be acquired by, receive investments from or enter into other commercial relationships with larger,
well-established and well-financed competitors. Therefore, some of our competitors with other revenue sources may be able to devote
greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more
resources to product development. There can be no assurance that we will be able to compete successfully against current and future
competitors.



COMPANY RISK FACTORS



5. 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. When we are ready to hire new employees, we will most likely look for people who
have some type of industry experience or a working knowledge of industry, which may be difficult to find.







12











6.
Ourproposed businessis dependent on lawspertaining to thecannabis industry.



Continued
development of the cannabisindustryis dependent upon continued legislativeauthorization ofcannabis at thestatelevel. Anynumberof factors could
slow orhalt progress inthis area. Further, progress,
whileencouraging, isnot assured.
Whiletheremaybeamplepublicsupport for legislativeaction,numerous
factors impactthe legislativeprocess. Anyoneof
thesefactors
could slow or halt
use of cannabis,whichwould negativelyimpactour proposed
business.As ofSeptember 30, 2014,23 States and the DistrictofColumbia allow its citizens
to usemedical cannabis.
Additionally, voters in thestates of Colorado, Washington, Oregon, and Alaska approved
ballotmeasures
last November to legalize cannabis foradult
use. Thestatelawsarein conflict with
thefederal Controlled
Substances Act, which makescannabisuseand
possession illegal on a nationallevel.
TheObamaadministration has
effectivelystated that it is not an
efficient use ofresources todirect law federal
law enforcement agencies
to prosecute thoselawfullyabidingbystate-designatedlaws allowingthe useand distribution ofmedical
cannabis. However, thereis noguaranteethat the administration will not
changeits stated policyregardingthe low-priorityenforcement of federal laws.
Additionally, anynew administration that follows
could changethispolicyand decide to enforcethe federal laws strongly.
Anysuchchangein thefederalgovernment’s enforcement
of current federal laws
could cause significantfinancial damageto us and
its shareholders.



7.
CannabisREMAINS ILLEGAL UNDER
FEDERALLAW.



Cannabisis a Schedule I controlled substanceandis illegal
under federal law. Even in thoseStates in which theuse of cannabis
has been legalized,its use remains
aviolation offederal law.
Since federal law criminalizingthe useof cannabis preempts state
laws that legalizeits use, strict enforcement offederallaw regardingcannabiswould likelyresult in our inabilityto proceed with our business plan.



8. Thecannabis industry faces strong
opposition.



It
is believed bymanythat large,well-funded businesses mayhaveastrong economicopposition to
the cannabis industry. Webelievethat
the pharmaceutical industryclearlydoes not want to cede control
of anyproduct that could generate
significant revenue. Forexample, medical cannabiswill
likelyadverselyimpact
theexistingmarket forthecurrent “cannabispill” sold bymainstream pharmaceutical companies.
Further, themedical cannabisindustrycouldfaceamaterial threatfrom
thepharmaceutical industry, should cannabis
displaceother drugs or encroach
upon thepharmaceutical industry’s
products. Thepharmaceutical
industryis well funded with a strongandexperienced lobbythat eclipses thefundingof
the medical cannabismovement. Anyinroads the pharmaceutical industrycould
makein haltingorimpedingthe cannabisindustrycould havea detrimental impact on our proposed
business.







13











9.
PotentialUSERS OF OURPROPOSED
FACILITIES MAY HAVEDIFFICULTY ACCESSING
THESERVICEOFBANKS, WHICH MAY
MAKEIT DIFFICULT FOR THEMTO OPERATE.



Sincethe useofcannabisis illegal
under federal law,thereisacompelling argument that banks
cannot accept for deposit
funds from businesses involved with
cannabis. Consequently, businesses
involved in thecannabisindustryoften havetrouble findingabank willingto accept
their business. Theinabilityto open
bank accounts maymakeit difficult forour proposed facilityto operate.



10.LAWS AND REGULATIONS AFFECTING
THECANNABIS INDUSTRY ARECONSTANTLY CHANGING, WHICH COULDDETRIMENTALLY
AFFECT OURPROPOSED OPERATIONS.



Local,
state andfederalmedical
cannabislaws and regulations arebroad in scope and subject toevolvinginterpretations,which could requireus to incursubstantial costs associated
with complianceoralter its business plan.Inaddition, violations of these laws,
or allegations of suchviolations, could disruptour business and result
inamaterial adverse effecton its operations. In addition,
it is possible that regulations
maybeenacted in the futurethat will be directlyapplicable
to our proposed business. Wecannot predict the natureofanyfuturelaws,regulations, interpretations
or applications, nor can wedeterminewhat effect additional governmentalregulations or administrative policies
andprocedures,
whenand
if promulgated, could haveon itsbusiness.



11.
Our SOLE officer HAS no experience in operating a RELATED CANNABIS BUSINESS, and HE HAS no experience in evaluating the success
of SUCH A BUSINESS.



Our sole executive officer, has no experience
in operating a cannabis related business. He has no experience in independently developing, manufacturing, marketing, or selling
cannabis related services. Due to his lack of experience, our executive officer may make wrong decisions and choices on behalf
of the Company. Consequently, our Company may suffer irreparable harm due to management's lack of experience in this industry.
As a result, we may have to suspend or cease operations, which will result in the loss of your investment.



12.
We are subject to all governmental rules, laws and regulations relating to the Cannabis industry in the U.S.



Marijuana is a Schedule I controlled substance
and is illegal under federal law. Even in those States in which the use of cannabis has been legalized, its use remains a violation
of federal laws.





14













A Schedule I controlled substance is defined
as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision
and a high potential for abuse. If the federal government decides to enforce the Controlled Substances Act in Colorado with respect
to marijuana, persons that are charged with distributing, possessing with intent to distribute, or growing marijuana could be subject
to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.



As of September 30, 2014, twenty-three States
and the District of Columbia allowed its citizens to use Medical Marijuana. Additionally, voters in the States of Colorado, Washington,
Oregon and Alaska approved ballot measures in November, 2013 to legalize cannabis for adult use. The state laws are in conflict
with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. Any change in
the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do
not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state
governments.



13.
Our results of operations may be adversely affected by environmental, health and safety laws, regulations and liabilities.



Our properties subject to various federal,
state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water
and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety
of our employees. We will need to meet a significant number of environmental and other regulations and standards established by
various federal, state and local regulatory agencies.



In addition, some of these laws and regulations
require our contemplated facilities to operate under permits that are subject to renewal or modification. These laws, regulations
and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts
to the environment. As these regulations and standards evolve, and if new regulations or standards are implemented, we may be required
to modify our proposed facilities and processes or develop and support new facilities or processes and this will increase our costs.
Any failure to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could
prevent or delay our production of our services. Any inability to address these requirements and any regulatory changes could have
a material adverse effect on our financial condition and operating results.



A violation of these laws and regulations or
permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or facility
shutdowns.





15











14.
Our management controls a large block of our preferred voting stock that will allow him to control the Company.



As of January 13, 2015, our sole officer/director
owned 1,000,000 Voting Preferred Shares, which represents approximately 54.3% of our total voting shares. As a result, our sole
officer/director 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.



As a result of his ownership, he has 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 sole 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.



Investors will own a minority percentage of
the Company’s common stock and will have minority voting rights. Investors will not have the ability to control either a
vote of the Company’s Shareholders or Board of Directors.



RISK FACTORS RELATING TO OUR COMMON STOCK
AND THIS OFFERING



15.
Future sales of shares by existing Controlling stockholders could cause our stock price to decline. FURTHER, Certain shares of
our common stock are restricted from immediate resale.



If our existing controlling
stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading
price of our common stock could decline. As of January 13, 2015, we have 42,000,000 common shares issued and outstanding. There
are 5,000,000 registered shares freely tradable, without restriction. If in the future, these shareholders decide to sell their
shares or if it is perceived that they will be sold, to the extent permitted by the Rules 144 and 701 under the Securities Act,
the trading price of our common stock could decline.





16











We have 42,000,000 restricted shares issued
and outstanding. The restricted shares are restricted in accordance with Rule 144, which states that if unregistered, restricted
securities are to be sold, a minimum of one year must elapse between the later of the date of acquisition of the securities from
the issuer or from an affiliate of the issuer, and any resale of those securities in reliance on Rule 144. The Rule 144 restrictive
legend remains on the stock until the holder of the stock holds the stock for longer than six months (unless an affiliate) and
meets the other requirements of Rule 144 to have the restriction removed. The sale or resale of those shares in the public market,
or the market’s expectation of such sales, may result in an immediate and substantial decline in the market price of our
shares. Such a decline will adversely affect our investors, and make it more difficult for us to raise additional funds through
equity offerings in the future.



16.
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.



17. Holders of our common
stock have a risk of potential dilution if we issue additional shares of 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 common stock would cause immediate, and
potentially substantial, dilution to the net tangible book value of those shares of 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.







17











18.
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 officers and directors 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.



19.
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 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 September 30, 2014 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.





18











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 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.



20.LOW-PRICED STOCKS MAY AFFECT THE RESELL OF OUR SHARES.



Penny Stock Regulation Broker-dealer practices
in connection with transactions in "Penny Stocks" are regulated by certain penny stock rules adopted by the Securities
and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the NASDAQ system). 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 risk associated with the penny stock market. The broker-dealer must also provide
the customer with current bid and offer quotations for the penny stock, 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.
In addition, the penny stock rules generally require that prior to a transaction in a penny stock; the broker-dealer must make
a 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 a stock that becomes subject to the penny stock rules. When the Registration Statement becomes effective and the Company's
securities become registered, the stock will likely have a trading price of less than $5.00 per share and will not be traded on
any exchanges. Therefore, the Company's stock is initially selling at $0.01 per share they will become subject to the penny stock
rules and investors may find it more difficult to sell their securities, should they desire to do so.



21. 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.



Because we are a fully reporting company with
the SEC, we will incur additional 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. We expect to incur approximately $20,000 of incremental operating
expenses in 2015.



19











Item 1B. Unresolved Staff Comments.



Not applicable.





Item 2. Properties.



Properties



Our offices are currently located at 3472 Research
Pkwy #104, Colorado Springs CO 80920. Our telephone number is (719) 445-1234. Management believes that its current facilities are
adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available
to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this
regard.





Item 3. Legal Proceedings.



From time to time, we may become involved in
various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.



We are 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. Submission of Matters to a Vote of Security Holders.



None.





Item 5. Mine Safety Disclosures



Not applicable.







20











PART II



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



(a) Market Information



IPOWorld Common Stock, $0.001 par value, can
be found on the OTC-Bulletin Board under the symbol: IPOW.



There have been limited trades of the Company’s
stock, since it was listed on the OTCBB, there are no assurances that a market will ever develop for the Company's stock.





|Year ended September 30, 2013 |  | High |      |  | Low |  
|----------------------------- |  | ---- | ---- |  | --- | -
|First Quarter                 |  | $    | 0.25 |  |     | $
|Second Quarter                |  | $    | 0.75 |  |     | $
|Third Quarter                 |  | $    | 0.50 |  |     | $
|Fourth Quarter                |  | $    | 0.80 |  |     | $
|                              |  |      |     
|                              |  |      |      |  |     |  



|Year ended September 30, 2014 |  | High |      |  | Low |  
|----------------------------- |  | ---- | ---- |  | --- | -
|First Quarter                 |  | $    | 0.75 |  |     | $
|Second Quarter                |  | $    | 0.55 |  |     | $
|Third Quarter                 |  | $    | 1.00 |  |     | $
|Fourth Quarter                |  | $    | 6.75 |  |     | $
|                              |  |      |     
|                              |  |      |      |  |     |  



The first trade of the Company’s stock
took place on September 25, 2012. As of the date of this Annual Report, the last trade took place on November 7, 2014 at $4.75.
Our stock is very thinly traded.



(b) Holders of Common Stock



As of September 30, 2014, there were approximately
twenty-nine (29) holders of record of our Common Stock and 25,000,000 shares issued and outstanding.







21











(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 the 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 compensation
plan in place.





Recent Sales of Unregistered Securities



On November 14, 2014, IPOWorld with the approval
of the Board of Directors agreed to issue 2,500,000 unregistered restricted common shares to satisfy a Convertible Note debt obligation
of $200,000 between the Company and Lakeview Media, a Nevis corporation. The Company entered into the Convertible Note with Lakeview
Media on September 30, 2014. The debt holder agreed to tender their original note, marked satisfied, upon the issuance of 2,500,000
IPOWorld restricted common shares. The shares were issued as follows: 1,250,000 restricted shares to Lakeview Media; and, 1,250,000
restricted shares to Pacific Pier Corp., a Marshall Island Company. Lakeview Media independently assigned 1,250,000 restricted
shares to Pacific Pier Corp. Subsequently, Pacific Pier Corp, privately sold their 1,250,000 restricted shares to Hexon Group Corp.,
a Marshall Island Company.



The shares were issued pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer
or sale.



Since the issuance of shares was based on the
terms of an existing Convertible Note with Lakeview Media, we did not engage in any form of general solicitation or general advertising
in connection with this transaction. Lakeview Media wasprovided access to all material information,
and they were afforded access to our management in connection with this transaction. They acknowledged to us that the shares were
acquired for investment purposes and not with a view toward distribution. They understood the ramifications of their actions. The
shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.



As of January 13, 2015, the Company has a total
42,000,000 common shares issued and outstanding to approximately thirty-two (32) shareholders.





22











Issuer Purchases of Equity Securities



We did not repurchase any of our equity securities
during the years ended September 30, 2014 or 2013.





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



IPOWorld is a start-up company focused on creating
a portfolio of real estate properties that service the cannabis industry. The Company business focus includes consulting, construction,
property management and land/equipment leasing to licensed cannabis production and processing clients.We do not grow, harvest,
distribute, market nor sell cannabis. The company acquires and/or leases properly zoned land and related facilities with the intent
to build and/or do leasehold improvements to existing buildings and rent to licensed tenants for their operations. Lessees pay
rent and other management fees for the use of our properties, all in compliance with applicable local and state laws and regulations.



Management does not believe that the Company
will be able to generate any significant profit during the coming year. Management has agreed to keep the Company funded at its
own expense, without seeking reimbursement for expenses paid. The Company's need for capital may change dramatically if it can
generate additional revenues from its operations. In the event the Company requires additional funds, the Company will have to
seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company
on acceptable terms.



Results of Operations for the year ended September 30, 2014 and
September 30, 2013



Since our inception on April 26, 2010 through
September 30, 2013, we generated no revenues. We do not anticipate earning any significant revenues in the next 12-18 months.





23











For the fiscal year ending September 30, 2014,
we experienced a net loss of $(46,317) as compared to a net loss of $(11,600) for the same period last year. The net loss for the
year ending September 30, 2014 was attributed to audit fees of $9,750 as compared to audit fees of $11,600 for the same period
last year; general & administrative fees of $8,317 as compared to $0 of general and administrative fees for the same period
last year, legal fees of $8,250 as compared to $0 for the same period last year, and related party consulting fees of $20,000,
as compared to $0 for the same period last year. We had cash and cash equivalents of $109,621 as of September 30, 2014, a prepaid
expense of $0 and construction in progress of $52,162, as compared to cash and cash equivalents of $0, prepaid expense of $1,500
and construction in progress of $0 for the same period last year. As of the fiscal year ended September 30, 2014, we had liabilities
of $0, net of unamortized discount of $200,000. as compared to no liabilities for the same period last year. In our September 30,
2014 and 2013 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about the
Company's ability to continue as a going concern.



The Company used net cash in operations of
$(44,817) and $(18,350) during the fiscal year ended September 30, 2014 and 2013, respectively. The Company used cash of $(52,162)
in investing activities for construction in progress, as compared to $0 for last year. The Company generated cash of $206,600 and
$12,075 from financing activities during the fiscal year ended September 30, 2014 and 2013, respectively.



Revenues



Since our inception on April 26, 2010 through
September 30, 2014, we generated no revenues. We do not anticipate earning any significant revenues until such time as we can establish
our business and build a client base. We are presently in the development stage of our business and we can provide no assurance
that we will be successful in executing our business plan.



Going Concern



The financial conditions evidenced by the accompanying
consolidated financial statements raise substantial doubt as to our ability to continue as a going concern. Our plans include obtaining
additional capital through debt or equity financing. The consolidated financial statements do not include any adjustments that
might be necessary if we are unable to continue as a going concern.



Summary of any product research and development that we will
perform for the term of our plan of operation



We do not anticipate performing any product
research and development under our current plan of operation.



Expected purchase or sale of property and significant equipment



We do not anticipate the purchase or sale of
any property or significant equipment; as such items are not required by us at this time.



24









Significant changes in the number of employees



As of September 30, 2014, we did not have any
employees. We are dependent upon our sole officer and director for our future business development. As our operations expand we
anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable
at this time.



Liquidity and Capital Resources



Our balance sheet as of September 30, 2014
and 2013 reflects current assets of $161,783 and $1,500 and current liabilities of $0 and $0, respectively. Cash and cash equivalents
from inception to date have been sufficient to provide the operating capital necessary to operate to date. Notwithstanding, we
anticipate generating losses and therefore we may be unable to continue operations in the future. If we require additional capital,
we plan to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional
capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources.



As a result of the Company's current limited
available cash, no officer or director received cash compensation during the year ended September 30, 2014. The Company has no
employment agreements in place with its officer.



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.



Critical Accounting Policies and Estimates



Revenue Recognition: The Company recognizes
revenue on an accrual basis as it invoices for services. Revenue is generally realized or realizable and earned when all of the
following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.



Recent Pronouncements



The Company's management has evaluated all
the recently issued accounting pronouncements through the filing date of these consolidated 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 except
following.



On June 10, 2014, accounting principles generally
accepted in the United States were amended to remove the definition of a development stage entity thereby removing the financial
reporting distinction between development stage entities and other reporting entities.  In addition, the amendments eliminate
the requirements for the Company to present inception-to-date information and to label the financial statements as those of a development
stage entity.  The amendments are effective for the Company’s financial statements as of December 31, 2016, and interim
periods therein; however, early application of each of the amendments is permitted for any reporting period.  The Company
has adopted the amendments and no longer presents inception-to-date information in the statements of operations, statement of changes
in stockholders' equity and statements of cash flows.  In addition, the financial statements will no longer be labeled as
those of a development stage entity.



25





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



Not applicable.





Item 8. Consolidated Financial Statements and Supplementary Data.



Index to Consolidated Financial Statements



|                                               |                      |  |     
|---------------------------------------------- | -------------------- |  | ----
|                                               | Financial Statements |  |     
|                                               |                      |  |     
|                                               |                      |  | Page
|                                               |                      |  |     
|Independent Auditors' Report                   | F-1                 
|Consolidated Balance Sheets                    | F-2                 
|Consolidated Statements of Operations          | F-3                 
|Consolidated Statement of Stockholders' Equity | F-4                 
|Consolidated Statements of Cash Flows          | F-5                 
|Notes to Consolidated Financial Statements     | F-6                 
|                                               |                      |  |     
|                                               |                      |  |     



















26











De Joya Griffith

Certified Public Accountants and Consultants



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and Stockholders

IPOWorld



We have audited the accompanying consolidated
balance sheets of IPOWorld (the “Company”) as of September 30, 2014 and 2013 and the related consolidated statements
of operations, stockholders’ equity, and cash flows for the years then ended. IPOWorld’s management is responsible
for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated 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 audits 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
the 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 consolidated financial
statements referred to above present fairly, in all material respects, the financial position of IPOWorld as of September 30, 2014
and 2013 and the consolidated result of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.



The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the
Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ De Joya Griffith, LLC

Henderson, Nevada

January 13, 2014



De Joya Griffith, LLC ● 2580 Anthem Village
Dr. ● Henderson, NV ● 89052

Telephone (702) 563-1600 ● Facsimile (702)
920-8049

www.dejoyagriffith.com



F-1









IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Balance Sheets

(Audited)



|                                           |                                                           |                                               |                                | September 30, 2014        |                               | September 30, 2013
|------------------------------------------ | --------------------------------------------------------- | --------------------------------------------- | ------------------------------ | ------------------------- | ----------------------------- | ------------------
|                                           |                                                           | ASSETS                                        |                                |                           |                               |                   
|Current assets:                            |                                                           |                                               |                                |                          
|                                           | Cash                                                      |                                               | $               109,621        |                           | $                           -
|                                           | Prepaid expense                                           |                                               | -                              |                           | 1,500                        
|                                           | Construction in progress                                  |                                               | 52,162                         |                           | -                            
|                                           |                                                           | Total current assets                          |                                | 161,783                   |                               | 1,500             
|                                           |                                                           |                                               |                                |                           |                               |                   
|TOTAL ASSETS                               |                                                           | $               161,783                       |                                | $                  1,500 
|                                           |                                                           |                                               |                                |                           |                               |                   
|                                           |                                                           | LIABILITIES AND STOCKHOLDERS' EQUITY          |                                |                           |                               |                   
|Current liabilities:                       |                                                           |                                               |                                |                          
|                                           | Convertible note, net of unamortized discount of $200,000 |                                               | $                            - |                           | $                           -
|                                           |                                                           | Total current liabilities                     |                                | -                         |                               | -                 
|                                           |                                                           |                                               |                                |                           |                               |                   
|TOTAL LIABILITIES                          |                                                           | -                                             |                                | -                        
|                                           |                                                           |                                               |                                |                           |                               |                   
|Stockholders' equity:                      |                                                           |                                               |                                |                          
|                                           | Preferred stock, $0.001 par value, 15,000,000             |                                               | -                              |                           | -                            
|                                           |                                                           | and nil shares authorized as of 9/30/2014 and |                                |                           |                               |                   
|                                           |                                                           | 9/30/2013, respectively. Nil and nil shares   |                                |                           |                               |                   
|                                           | Common stock, $0.001 par value, 185,000,000 and           |                                               | 25,000                         |                           | 25,000                       
|                                           |                                                           | 75,000,000 shares authorized, 25,000,000      |                                |                           |                               |                   
|                                           |                                                           | and 25,000,000 shares outstanding as of       |                                |                           |                               |                   
|                                           |                                                           | 9/30/2014 and 9/30/2013, respectively         |                                |                           |                               |                   
|                                           | Additional paid-in capital                                |                                               | 227,675                        |                           | 21,075                       
|                                           | Accumulated deficit                                       |                                               | (90,892)                       |                           | (44,575)                     
|                                           |                                                           | Total stockholders' equity                    |                                | 161,783                   |                               | 1,500             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                           | $               161,783                       |                                | $                   1,500



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



F-2











IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Statements of Operations

(Audited)





|                                  |                           |                | For the year ended September 30, 2014 |            | For the year ended September 30, 2013 | 
|--------------------------------- | ------------------------- | -------------- | ------------------------------------- | ---------- | ------------------------------------- | 
|Revenue                           | $                       - |                | $                       -             |           
|                                  |                           |                |                                       |            |                                       | 
|Expenses:                         |                           |                |                                       |           
|                                  | Auditing fees             | 9,750          |                                       | 11,600     |                                      
|                                  | General & administrative  | 8,317          |                                       | -          |                                      
|                                  | Legal fees                | 8,250          |                                       | -          |                                      
|                                  | Consulting-related party  | 20,000         |                                       | -          |                                      
|                                  |                           | Total expenses | 46,317                                |            | 11,600                                | 
|                                  |                           |                |                                       |           
|Net loss                          | $           (46,317)      |                | $           (11,600)                  |           
|                                  |                           |                |                                       |            |                                       | 
|Weighted average number of common |                           |                |                                       |           
|                                  | shares outstanding-basic  | 25,000,000     |                                       | 25,000,000 |                                      
|                                  |                           |                |                                       |            |                                       | 
|Net loss per share-basic          | $               (0.00)    |                | $               (0.00)                |           





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



F-3









IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Statement of Stockholders’
Equity

(Audited)



|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  | Total                
|---------------------------------------------------- |  | --------------- |  | --------------------- |  | ------------------ |  | --------------- |  | --------------------- |  | ------------- |  | ---------------------
|                                                     |  | Preferred Stock |  | Common Stock          |  | Additional Paid-In |  | Accumulated     |  | Stockholders'        
|                                                     |  | Shares          |  | Amount                |  | Shares             |  | Amount          |  | Capital               |  | Deficit       |  | Equity               
|Balance, September 30, 2012                          |  | -               |  | $                   - |  | 25,000,000         |  | $        25,000 |  | $               9,000 |  | $    (32,975) |  | $               1,025
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Contributed capital (cash)                           |  | -               |  | -                     |  | -                  |  | -               |  | 12,075                |  | -             |  | 12,075               
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Net (loss)                                           |  | -               |  | -                     |  | -                  |  | -               |  | -                     |  | (11,600)      |  | (11,600)             
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Balance, September 30, 2013                          |  | -               |  | -                     |  | 25,000,000         |  | 25,000          |  | 21,075                |  | (44,575)      |  | 1,500                
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Contributed capital (cash)                           |  | -               |  | -                     |  | -                  |  | -               |  | 6,600                 |  | -             |  | 6,600                
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Beneficial conversion feature of Lakeview Media note |  | -               |  | -                     |  | -                  |  | -               |  | 200,000               |  | -             |  | 200,000              
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Net (loss)                                           |  | -               |  | -                     |  | -                  |  | -               |  | -                     |  | (46,317)      |  | (46,317)             
|                                                     |  |                 |  |                       |  |                    |  |                 |  |                       |  |               |  |                      
|Balance, September 30, 2014                          |  | -               |  | $                   - |  | 25,000,000         |  | $        25,000 |  | $           227,675   |  | $    (90,892) |  | $           161,783  





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



F-4











IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Statements of Cash Flows

(Audited)





|                                             |                                         |       | For the year ended September 30, 2014 |         | For the year ended September 30, 2013 | 
|-------------------------------------------- | --------------------------------------- | ----- | ------------------------------------- | ------- | ------------------------------------- | 
|OPERATING ACTIVITIES                         |                                         |       |                                       |        
|Net loss                                     | $       (46,317)                        |       | $       (11,600)                      |        
|Changes in operating assets and liabilities: |                                         |       |                                       |        
|                                             |                                         |       |                                       |         |                                      
|                                             | Increase (decrease) in accounts payable | -     |                                       | (5,250) |                                      
|                                             | (Increase)  in prepaid expense          | 1,500 |                                       | (1,500) |                                      
|Net cash used by operating activities        | (44,817)                                |       | (18,350)                              |        
|                                             |                                         |       |                                       |         |                                       | 
|INVESTING ACTIVITIES                         |                                         |       |                                       |        
|(Increase) in construction in progress       | (52,162)                                |       | -                                     |        
|Net cash used in investing activities        | (52,162)                                |       | -                                     |        
|                                             |                                         |       |                                       |        
|FINANCING ACTIVITIES                         |                                         |       |                                       |        
|Proceeds from convertible note               | 200,000                                 |       | -                                     |        
|Contributed capital                          | 6,600                                   |       | 12,075                                |        
|Net cash provided by financing activities    | 206,600                                 |       | 12,075                                |        
|                                             |                                         |       |                                       |         |                                       | 
|NET INCREASE (DECREASE) IN CASH              | 109,621                                 |       | (6,275)                               |        
|CASH - BEGINNING OF THE PERIOD               | -                                       |       | 6,275                                 |        
|CASH - END OF THE PERIOD                     | $       109,621                         |       | $                    -                |        
|                                             |                                         |       |                                       |         |                                       | 
|SUPPLEMENTAL DISCLOSURES:                    |                                         |       |                                       |        
|Interest paid                                | -                                       |       | -                                     |        
|Income taxes paid                            | -                                       |       | -                                     |        
|Non-cash transactions                        | -                                       |       | -                                     |        



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



F-5









IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

September 30, 2014

(Audited)



NOTE 1. General Organization and Business



The Company was organized on April 26, 2010
(Date of Inception) under the laws of the State of Nevada, as General Cleaning and Maintenance. On February 13, 2013, the Company
changed its name from General Cleaning and Maintenance to IPOWorld. Concurrently, it also increased its authorized shares of common
stock from 75,000,000 to 185,000,000 shares of common stock, par value $0.001, and added the authorization for up to 15,000,000
shares of preferred stock, par value $0.001.



IPOWorld incorporated MSPR, a Nevada corporation,
as a wholly-owned subsidiary of IPOWorld on November 24, 2014. It is management's intention that the subsidiary act as a separate
entity that provides security and protection services for IPOWorld's and other businesses operations. The subsidiary will be a
distinct company with different financial, investment and operating characteristics so that each company can adopt their own business
strategies and objectives tailored to their respective markets.



NOTE 2. Summary of Significant Accounting Policies



Basis of Accounting

The basis is United States generally accepted accounting principles.



Cash and cash equivalents

The Company considers all unrestricted highly liquid investments
with an initial maturity of three months or less to be cash equivalents. The Company maintains its cash
in bank deposit accounts.



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 shareholders 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 for any potentially dilutive debt or equity.



The Company has not issued any options or warrants or similar securities
since inception.





Fair value of financial instruments



Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of September 30, 2014 and 2013. The respective
carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include
cash and accounts payable. Fair values were assumed to approximate carrying values for cash because they are short term in nature
and their carrying amounts approximate fair values.



F-6









IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

September 30, 2014

(Audited)



Level 1: The preferred inputs to valuation
efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting
entity must have access to that market. Information at this level is based on direct observations of transactions involving the
same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical
assets, actually trade in active markets.



Level 2: FASB acknowledged that active markets
for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable
information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three
situations.



Level 3: If inputs from levels 1 and 2 are
not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes
Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to
the extent that observable inputs are not available.” This category allows “for situations in which there is little,
if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that
“observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect
assumptions made by market participants.



The fair value measurements of the Company’s financial instruments
at September 30, 2014 and 2013 were as follows:

|                          |  | Level 1        |  | Level 2 |  | Level 3 |  | 
|------------------------- |  | -------------- |  | ------- |  | ------- |  | 
|September 30, 2014        |  |                |  |         |  |         |  | 
|Cash and cash equivalents |  | $109,621       |  | -       |  | -       |  | 
|                          |  |                |  |         |  |         |  | 
|September 30, 2013        |  |                |  |         |  |         |  | 
|Cash and cash equivalents |  | $            - |  | -       |  | -       |  | 



Prepaid expense

During the year ended September 30, 2014, the Company prepaid for
construction that was in progress but not yet completed in the amount of $52,162. This construction is expected to be completed
during 2015.



Revenue recognition

The Company recognizes revenue in accordance
with ASC 605-10-599 which requires that all of the following conditions are satisfied: (1) there is a persuasive evidence of an
arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is
fixed or determinable; and (4) the collection of our fees is probable.



The Company recognizes revenue from services
at the time the services have been rendered to the customers. The Company did not realize any revenues from Inception on April
26, 2010 through September 30, 2014.



Dividends

The Company has not yet adopted any policy
regarding payment of dividends. No dividends have been paid during the period shown.



F-7









IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Financial Statements

September 30, 2014

(Audited)



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 consolidated financial statements.



Year-end

The Company has selected September 30 as its year-end.



Advertising

Advertising is expensed when incurred. There has been no advertising
during the period.



Use of Estimates

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



Beneficial Conversion Feature

If the conversion features of conventional
convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion
feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt
with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related
to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.



NOTE 3. - Going concern



The Company's consolidated financial statements
are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the necessary capital, the Company is seeking equity and/or
debt financing. There are no assurances that the Company will be successful, without sufficient financing it would be unlikely
for the Company to continue as a going concern. The accompanying consolidated 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 the outcome of this uncertainty.



NOTE 4. - Stockholders' Equity and Contributed Capital



The Company is authorized to issue 15,000,000
preferred shares at par value $0.001 and 185,000,000 common shares at par value $0.001. On February 13, 2013, the Company increased
the authorized stock of the company from 75,000,000 shares to 185,000,000 common shares at par value $0.001 and 15,000,000 preferred
shares at par value $0.001 for total authorized shares of 200,000,000.





F-8







IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

September 30, 2014

(Audited)



NOTE 4. - Stockholders' Equity and Contributed Capital (Continued)



During the year ended September 30, 2013, an
officer of the company contributed capital of $12,075 to pay for audit fees.



During the year ended September 30, 2014, an
officer of the company contributed capital of $6,600 to pay for audit fees.



There have been no issuances of stock options
or warrants.





NOTE 5. Related Party Transactions



On December 13, 2012, an officer of the company
contributed capital of $4,075 to pay for audit fees.



On February 4, 2013, an officer of the company
contributed capital of $2,000 to pay for review fees.



On July 3, 2013, an officer of the company
contributed capital of $6,000 to pay for review fees.



On November 4, 2013, an officer of the company
contributed capital of $3,000 to pay for audit fees.



On February 18, 2014, an officer of the company
contributed capital of $1,750 to pay for review fees.



On May 12, 2014, an officer of the company
contributed capital of $1,750 to pay for review fees.



On September 19, 2014, an officer of the company
contributed capital of $100 to provide working capital.





F-9











IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

September 30, 2014

(Audited)



NOTE 5. Related Party Transactions (Continued)



The Company does not lease or rent any property.
Office services are provided without charge by a director. Such costs are immaterial to the consolidated financial statements and,
accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated
a policy for the resolution of such conflicts.



NOTE 6. 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 September 30, 2014, the Company had net
loss carry forwards of $90,892 that may be available to reduce future years' taxable income through 2013. Future tax benefits which
may arise as a result of these losses have not been recognized in these consolidated 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 loss carry forwards will begin to expire in 2030.



Components of net deferred tax assets, including
a valuation allowance, are as follows at September 30, 2014 and 2013:



|                                 |  | 2014             |  | 2013           
|-------------------------------- |  | ---------------- |  | ---------------
|Deferred tax assets:             |  |                  |  |                
|Net operating loss carry forward |  | $    90,892      |  | $   44,575     
|                                 |  |                  |  |                
|Total deferred tax assets        |  | 31,812           |  | 15,601         
|Less: valuation allowance        |  | (31,812)         |  | (15,601)       
|Net deferred tax assets          |  | $              - |  | $             -





F-10









IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

September 30, 2014

(Audited)



The valuation allowance for deferred tax assets
as of September 30, 2014, was $(31,812), as compared to $(15,601) as of September 30, 2013. 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 September 30, 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 7. Operating Leases and Other Commitments



The Company has no leases. The Company is in
the process of building a cannabis cultivation facility in Olympia, Washington. Construction of the facility is underway, and the
Company paid for construction in progress of $52,162. The cannabis licensee has permission from the local and state authorities
in the State of Washington to build up to a 10,000 square foot cannabis cultivation facility. They have applied for a Tier II cannabis
license that requires that their facility be built and then inspected before a final cultivation/processing license is issued.
This 10,000 sq. ft. facility is located on a 65 acre parcel of land owned by the Licensee. Once the facility is completed and final
inspection is approved by the State of Washington, the Company expects to receive its fees for completion of the facility and providing
consulting services.



NOTE 8. Recent Accounting 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 consolidated financial position and results of operations
except the following:



On June 10, 2014, accounting principles generally
accepted in the United States were amended to remove the definition of a development stage entity thereby removing the financial
reporting distinction between development stage entities and other reporting entities.  In addition, the amendments eliminate
the requirements for the Company to present inception-to-date information and to label the financial statements as those of a development
stage entity.  The amendments are effective for the Company’s financial statements as of December 31, 2016, and interim
periods therein; however, early application of each of the amendments is permitted for any reporting period.  The Company
has adopted the amendments and no longer presents inception-to-date information in the statement of operations, statement of stockholders'
equity, and statement of cash flows.  In addition, the financial statements will no longer be labeled as those of a development
stage entity.



F-11







IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

September 30, 2014

(Audited)





NOTE 9 - SUBSEQUENT EVENTS



On October 17, 2014, the Company agreed to
issue 1,000,000 unregistered restricted Preferred Voting Stock, which carries a voting weight equal to fifty (50) Common Shares
and 14,500,000 restricted common shares to Edward Heckerson for his services, which include but are not limited to: corporate guidance,
operations, regulatory compliance and the seeking and successful acquisition of Company financing. The shares were valued $15,500.00,
based on $0.001 par value.



On October 17, 2014, the Company designated
a class of its Preferred Voting Stock, par value $0.001. One Million (1,000,000) Preferred Voting Stock were authorized. ThePreferred Voting Stock carry a voting weight equal to fifty (50) Common Shares. The shares of the Preferred Voting Stock
are not redeemable and cannot be converted into Common Shares, unless it is approved by the Board of Directors and agreed upon
by the Preferred Voting Shareholders.



On November 14, 2014, IPOWorld with the approval
of the Board of Directors agreed to issue 2,500,000 unregistered restricted common shares to satisfy a Convertible Note debt obligation
of $200,000 between the Company and Lakeview Media, a Nevis corporation. The Company entered into the Convertible Note with Lakeview
Media on September 30, 2014. The debt holder agreed to tender their original note, marked satisfied, upon the issuance of 2,500,000
IPOWorld restricted common shares. The shares were issued pursuant to the exemption from registration provided by Section 4(2)
of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering
and there was not general solicitation or general advertising involved in the offer or sale.







F-12

















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, who is also the sole member of our Board of Directors, has evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that, as of September 30, 2014, 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 annual 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."







27











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 is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision
of, the company's principal executive and principal financial officer and effected by the company's 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 accounting principles generally accepted in the United States of America and
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 the assets of the company;



·Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and



·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the company's assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. 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.





28











As of September 30, 2014 management assessed
the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial
reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application
of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.



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.



The aforementioned material weakness was identified
by our President in connection with the review of our consolidated financial statements as of September 30, 2014.



Management believes that the lack of a functioning
audit committee and the lack of a majority of outside directors on our board of directors and inadequate segregation of duties
consistent with control objectives results in ineffective oversight in the establishment and monitoring of required internal controls
and procedures, which could result in a material misstatement in our consolidated financial statements in future periods.



This annual report does not include an attestation
report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the
SEC that permit the Corporation to provide only the management's report in this annual report.







29











Management's Remediation Initiatives



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 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.



Management believes that the appointment of
one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning
audit committee and a lack of a majority of outside directors on our Board.



We anticipate that these initiatives will be
at least partially, if not fully, implemented by September 30, 2015, if funds are available to us. Additionally, we plan to test
our updated controls and remediate our deficiencies by September 30, 2015.



Changes in internal controls over financial
reporting



There was no change in our internal controls
over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.





Item 9B. Other Information.



None.











30











PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS and Corporate Governance



The following table sets forth the names and
ages of the current director and executive officer of the Company, the principal offices and positions with the Company held by
each person and the date such person became a director or executive officer of the Company. The executive officers of the Company
are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive
officers serve terms of one year or until their death, resignation or removal by the Board of Directors. There are no family relationships
among any of the directors and officers.



| | Name             | Age | Position & Offices Held                                           | 
| | ---------------- | --- | ----------------------------------------------------------------- | 
| |                  |     |                                                                   | 
| | Edward Heckerson | 47  | Chief Executive Officer/Director
        Chief Accounting Officer | 
| |                  |     |                                                                   | 



Our director holds office until the next annual
meeting of stockholders of the Company and until his successors have been elected and qualified. Directors currently receive no
fees for services provided in that capacity.



Set forth below is a brief description of the
background and business experience of our officers and directors.



Edward Heckerson, Chief Executive Officer,
Chief Accounting Officer, Director



Mr. Heckerson brings to IPOWorld his experience
in running a fully reporting company that was cleared for quotation on the OTC-BB. From January 28, 2006 through April 15, 2009,
he was the Principal Executive Officer of AirtimeDSL. On or about April 15, 2009, the company was acquired by Clear-Lite, Inc.,
and Mr. Heckerson stepped-down as Principal Executive Officer.



2009 to Present, Independent Business Consultant,
helping companies market their services.



January 2006 to 2009 - AirtimeDSL - Director



January 2002 to November 2006 – Airtime Wireless, Inc. –
President



September 1999 to August 1999 - Independent Communications Consultant





31











Education:



Bonita High School, San Dimas, CA - Graduated, 1986

Attended Colorado State University, Fort Collins, CO



Involvement in Certain Legal Proceedings



Our directors, executive officers and control
persons have not been involved in any of the following events during the past ten years and which is material to an evaluation
of the ability or the integrity of our director or executive officer:



(1)The registrant has no standing audit, nominating and compensation committees of the Board
of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size.



(2)The view of the board of directors is that it is appropriate for the registrant not to have
such a committee because its director participate in the consideration of director nominees and the board and the company are so
small.



(3)The members of the Board who acts as nominating committee is not independent, pursuant to
the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).



(4)The nominating committee has no policy with regard to the consideration of any director candidates
recommended by security holders, but the committee will consider director candidates recommended by security holders.



(5)The basis for the view of the board of directors that it is appropriate for the registrant
not to have such a policy is that there is no need to adopt a policy for a small company.



(6)The nominating committee will consider candidates recommended by security holders, and by
security holders in submitting such recommendations.



(7)There are no specific, minimum qualifications that the nominating committee believes must
be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.



(8)The nominating committee's process for identifying and evaluation of nominees for director,
including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There
are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.





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Board of Directors



Our board of directors consists of only one
member, Edward Heckerson, who serves one-year terms without any compensation.





Audit Committee



The company does not presently have an Audit
Committee. The sole member of the Board sits as the Audit Committee. No qualified financial expert has been hired because the company
is too small to afford such expense.





Committees and Procedures



1)The registrant has no standing audit, nominating and compensation committees of the Board
of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size.



2)The view of the board of directors is that it is appropriate for the registrant not to have
such a committee because its directors participate in the consideration of director nominees and the board and the company are
so small.



3)The members of the Board who acts as nominating committee is not independent, pursuant to
the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).



4)The nominating committee has no policy with regard to the consideration of any director candidates
recommended by security holders, but the committee will consider director candidates recommended by security holders.



5)The basis for the view of the board of directors that it is appropriate for the registrant
not to have such a policy is that there is no need to adopt a policy for a small company.



6)The nominating committee will consider candidates recommended by security holders, and by
security holders in submitting such recommendations.



7)There are no specific, minimum qualifications that the nominating committee believes must
be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.



8)The nominating committee's process for identifying and evaluation of nominees for director,
including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There
are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.



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Code of Ethics



We have not adopted a Code of Ethics for the
Board and any salaried employees.



Limitation of Liability of Directors



Pursuant to the Nevada General Corporation
Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of
their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives
an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified
and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our
directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted
in good faith and in a manner he believed to be in our best interests.





Nevada Anti-Takeover Law and Charter and
By-law Provisions



The anti-takeover provisions of Sections 78.411
through 78.445 of the Nevada Corporation Law apply to IPOWorld Section 78.438 of the Nevada law prohibits the Company from merging
with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the shareholder acquired the IPOWorld shares, unless the transaction
is approved by IPOWorld's Board of Directors. The provisions also prohibit the Company from completing any of the transactions
described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities
unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder
or any related entity. These provisions could delay, defer or prevent a change in control of IPOWorld.







34











Item 11. Executive Compensation



The following summary compensation table sets forth all compensation
awarded to, earned by, or paid to the named executive officer paid by us for the Company's last completed fiscal year in all capacities
for the accounts of our executives.



Compensation



Summary Compensation Table



|                  |            | Year     |        |       |        |              |      
|----------------- | ---------- | -------- | ------ | ----- | ------ | ------------ | -----
|                  | Principal  | Ending   | Salary | Bonus | Awards | Compensation | Total
|Name              | Position   | Sept 30, | ($)    | ($)   | ($)    | ($)          | ($)  
|                  |            |          |        |       |        |              |      
|Theo Baldi        | Former CEO | 2014     | 0      | 0     | 0      | 0            | 0    
|Appointed 2/11/13 | 2013       | 0        | 0      | 0     | 0      | 0           
|Resigned 2/15/14  |            |          |        |       |        |             
|                  |            |          |        |       |        |              |      
|Edward Heckerson  | CEO        | 2014     | 0      | 0     | 0      | 0            | 0    
|Appointed 2/15/14 |            |          |        |       |        |              |      





We do not maintain key-man life insurance for
our executive officer/director. We do not have any long-term compensation plans, stock option plans or employment agreements with
our executive officers/directors.

We do not maintain key-man life insurance for our executive officer/director.
We do not have any long-term compensation plans or stock option plans.



As of the date hereof, there have been no grants of stock options
to purchase our Common Stock made to the executive officer named in the Summary Compensation Table.



There have been no awards made to the named executive officer under
any long term incentive plan.



Compensation of Directors



Directors are permitted to receive fixed fees and other compensation
for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have
been paid to, or accrued to our two directors in such capacity.



35









Stock Option Grants



We did not grant any stock options to the executive
officer or director from inception through fiscal year end September 30, 2014.



Outstanding Equity Awards at 2013 Fiscal
Year-End



We did not have any outstanding equity awards
as of September 30, 2014 or September 30, 2013.



Option Exercises for Fiscal 2014



There were no options exercised by our named executive officer in
fiscal 2014 or 2013.



Potential Payments Upon Termination or Change in Control



We have not entered into any compensatory plans
or arrangements with respect to our named executive officer, which would in any way result in payments to such officer because
of his resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or
a change in his responsibilities following a change in control.







36













Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.



The following table presents information, to
the best of our knowledge, about the ownership of our common stock on January 13, 2015, relating to those persons known to beneficially
own more than 5% of our capital stock and by our named Executive Officer and Directors.



Beneficial ownership is determined in accordance
with the rules of the U. S. 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 30, 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 Securities and Exchange Commission, that
only the person or entity whose ownership is being reported has converted options or warrants into shares of IPOWorld common stock.
The Company does not have any outstanding options, warrants, preferred shares or other securities exercisable for or convertible
into shares of its common stock.









37













|Shares Beneficially Owned                                  |  | % of Total 
Voting 
Power(1) |  |                 
|---------------------------------------------------------- |  | ---------------------------- |  | ----------------
|                                                           |  | Common                       |  | Voting Preferred
|Name of Beneficial Owner                                   |  | Shares                       |  | %               
|Named Executive Officers and Directors:                    |  |                              |  |                 
|Edward Heckerson(2)                                        |  | 0                            |  |                 
|                                                           |  |                              |  |                 
|                                                           |  |                              |  |                 
|                                                           |  |                              |  |                 
|All executive officers and directors as a group (1 person) |  | 0                            |  |                 
|                                                           |  |                              |  |                 
|Other 5% Stockholders                                      |  |                              |  |                 
|                                                           |  |                              |  |                 
|MOBO Family Trust(3)                                       |  | 14,500,000                   |  |                 
|                                                           |  |                              |  |                 
|                                                           |  |                              |  |                 
|ESE Group, LLC (4)                                         |  | 13,000,000                   |  |                 
|                                                           |  |                              |  |                 

1) Percentage of total voting power
represents voting power with respect to all shares of our common stock (42,000,000 issued and outstanding) and Preferred Voting
Stock (1,000,000 shares issued and outstanding), as a single class. The holders of our Preferred Voting Stock are entitled to fifty
(50) votes per share, and holders of our common stock are entitled to one vote per share. The 1,000,000 Preferred Voting Shares
have voting rights equal to 50,000,000 common shares. Percentage of Total Voting Power is calculated based on an aggregate of 92,000,000
(42,000,000 Common + 50,000,000 Preferred Voting Rights) shares issued and outstanding.



38









2) Edward Heckerson, 3472 Research
Pky #104, Colorado Springs CO 80920. This number does not include the 13,000,000 common shares owned by ESE Group, LLC that is
owned and controlled by an immediate family member of Mr. Heckerson.



3) MOBO Family Trust, 500 N Rainbow,
Suite 300 Las Vegas NV 89107 Lauren Metzger, is the Trustee who exercises the sole voting and dispositive powers with respect to
the shares owned and has the ultimate voting control over the shares held this entity.



4) ESE Group, LLC, 120 State Ave.
NE, PMB 268, Olympia, WA 98501. Marlena Niemann is the beneficial owner who exercises the sole voting and dispositive powers with
respect to the shares owned and has the ultimate voting control over the shares held this entity.



We are not aware of any arrangements that may
result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.



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 U.
S. 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.





Change of Control



We are not aware of any other arrangements
that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.



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.







39











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



The Company does not lease or rent any property.
Office services are provided without charge by a director. Such costs are immaterial to the consolidated financial statements and,
accordingly, have not been reflected therein.



The officer/director of the Company is involved
in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.





Item 14. Principal Accountant Fees and Services.



De Joya Griffith, LLC, Henderson, NV, served
as our principal independent public accountants for fiscal years ending September 30, 2014 and September 30, 2013. Aggregate fees
billed to us for the years ended September 30, 2014 and 2013 were as follows:





| |                          | For Year Ended Sept. 30, |  | For the Year Ended Sept. 30, | 
| | ------------------------ | ------------------------ |  | ---------------------------- | 
| |                          | 2014                     |  | 2013                         | 
| | (1)   Audit Fees (1)     | $9,750                   |  | $11,600                      | 
| | (2)   Audit-Related Fees |                          |  |                              | 
| | (3)   Tax Fees           |                          |  |                              | 
| | (4)   All Other Fees     |                          |  |                              | 





Total fees paid or accrued to our principal auditors.



(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.









40











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 sole director
then makes a determination to approve or disapprove the engagement of De Joya Griffith for the proposed services. In the fiscal
year ending September 30, 2014, all fees paid to De Joya Griffith 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.





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

|                                                                 |  |  |    | Page
|---------------------------------------------------------------- |  |  | -- | ----
|                                                                 |  |  |    |     
|Management's Report on Internal Control Over Financial Reporting |  |  | 23
|Report of Independent Registered Public Accounting Firm          |  |  |    | F-1 
|Consolidated Balance Sheets                                      |  |  |    | F-2 
|Consolidated Statements of Operations                            |  |  |    | F-3 
|Consolidated Statement of Stockholders' Equity                   |  |  |    | F-4 
|Consolidated Statements of Cash Flows                            |  |  |    | F-5 







(b) 2. Consolidated Financial Statement Schedules



None.





41











(c) 3. Exhibit Index





|        |                                                                                                                                         |                | Incorporated by reference
|------- | --------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------
|Exhibit | Exhibit Description                                                                                                                     | Filed herewith | Form                     
|3.1     | Articles of Incorporation, as currently in effect                                                                                       |                | S-1                      
|3.2     | Bylaws, as currently in effect                                                                                                          |                | S-1                      
|3.3     | Bylaws, as currently in effect                                                                                                          |                | 10-Q                     
|31.1    | Certification of Principal Executive Officer and Principal Financial
        Officer, pursuant to Section 302 of the Sarbanes-Oxley Act | X              |                          
|32.1    | Certification of Principal Executive Officer and Principal Financial
        Officer, pursuant to Section 302 of the Sarbanes-Oxley Act | X              |                          























42











SIGNATURES



In accordance with Section 13 or 15(d) of the
Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | IPOWorld
        Registrant                                                                                         
|----------------------- | --------------------------------------------------------------------------------------------------------------------
|Dated: January 13, 2015 | By:/s/ Edward Heckerson                                                                                             
|                        | Edward Heckerson  President, Treasurer, Secretary and Director Principal Executive, Financial and Accounting Officer





Pursuant to the requirements of the Securities
Act of 1934, as amended, this Annual Report has been signed by the following persons in the capacities and on the dates indicated.



|                                                      |  |                                                                                                         |  |                 
|----------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ----------------
|Signature                                             |  | Title                                                                                                   |  | Date            
|                                                      |  |                                                                                                        
|/s/ Edward
        Heckerson
        Edward Heckerson |  | President, Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer and Director |  | January 13, 2015













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