UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-K/A





|☒ ANNUAL
    REPORT PURSUANT TO     SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|----------------------------------------------------------------------------------------------



For the fiscal year ended: December 31, 2014



|☐ TRANSITION
    REPORT PURSUANT     TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
|---------------------------------------------------------------------------------------



For the transition period from _________ to _________



Commission File Number: 000-11596



ALLIED VENTURES HOLDINGS CORP.

(Exact Name of Registrant as Specified in its
Charter)



|Nevada                          |  | 95-3506403            
|------------------------------- |  | ----------------------
|(State of other jurisdiction of |  | (IRS Employer         
|incorporation or organization)  |  | Identification Number)



17116 Prairie Street

Northridge, CA
91325

(Address of principal executive offices)



(818) 701-5432

(Registrant’s telephone number)



Securities registered pursuant to Section
12(b) of the Exchange Act: None



Securities registered pursuant to Section 12(g)
of the Exchange Act: Common Stock, par value $.0001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☐ Nox



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



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: ̈



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



|Large Accelerated Filer |  ̈ | Accelerated Filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-Accelerated Filer   |  ̈ | Smaller Reporting Company | x



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



State the aggregate market value of the voting
and non-voting common equity held by non-affiliates (45,164,138 shares) computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
last day of the most recent second fiscal quarter June 30, 2014) : $451,164($0.01).



Indicate the number of shares outstanding
of each of the registrant’s classes of common stock, as of the latest practicable date: The Issuer had 95,164,138 shares
issued at May 27, 2015.




















TABLE OF CONTENTS



|ITEM 1: BUSINESS                                                                                                     | 1 
|-------------------------------------------------------------------------------------------------------------------- | --
|                                                                                                                     |   
|ITEM 1A: RISK FACTORS                                                                                                | 4 
|                                                                                                                     |   
|ITEM 1B: UNRESOLVED STAFF COMMENTS                                                                                   | 9 
|                                                                                                                     |   
|ITEM 2: PROPERTIES                                                                                                   | 9 
|                                                                                                                     |   
|ITEM 3: LEGAL PROCEEDINGS                                                                                            | 9 
|                                                                                                                     |   
|ITEM 4: RESERVED                                                                                                     | 9 
|                                                                                                                     |   
|ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 10
|                                                                                                                     |   
|ITEM 6: SELECTED FINANCIAL DATA                                                                                      | 10
|                                                                                                                     |   
|ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 11
|                                                                                                                     |   
|ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                  | 16
|                                                                                                                     |   
|ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  | 17
|                                                                                                                     |   
|ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         | 18
|                                                                                                                     |   
|ITEM 9A: CONTROLS AND PROCEDURES                                                                                     | 18
|                                                                                                                     |   
|ITEM 9B: OTHER INFORMATION                                                                                           | 19
|                                                                                                                     |   
|ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                      | 20
|                                                                                                                     |   
|ITEM 11: EXECUTIVE COMPENSATION                                                                                      | 21
|                                                                                                                     |   
|ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS              | 22
|                                                                                                                     |   
|ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                    | 23
|                                                                                                                     |   
|ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                      | 23
|                                                                                                                     |   
|ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                  | 25
|                                                                                                                     |   
|SIGNATURES                                                                                                           | 26















CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



Statements in this Report may be “forward-looking
statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates," "intends,"
or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. However, as the Company
intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company
is ineligible to rely on these safe harbor provisions. Forward-looking statements include, but are not limited to, statements that
express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities
or other future events or conditions. These statements are based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ
materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described
above and those risks discussed from time to time in this Report, including the risks described under “Risk Factors,”
“Management’s Discussion and Analysis” and “Our Business.”



There are important factors that could cause
our actual results to differ materially from those in the forward-looking statements. These factors, include, without limitation,
the following: our ability to develop our technology platform and our products; our ability to protect our intellectual property;
the risk that we will not be able to develop our technology platform and products in the current projected timeframe; the risk
that our products will not achieve performance standards in clinical trials; the risk that the clinical trial process will take
longer than projected; the risk that our products will not receive regulatory approval; the risk that the regulatory review process
will take longer than projected; the risk that we will not be unsuccessful in implementing our strategic, operating and personnel
initiatives; the risk that we will not be able to commercialize our products; any of which could impact sales, costs and expenses
and/or planned strategies. Additional information regarding factors that could cause results to differ can be found in this Report
and in our other filings with the Securities and Exchange Commission.



The Company disclaims any obligation to update
any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated
by reference herein to reflect future events or developments, except as required by the Exchange Act.  Unless otherwise provided
in this Report, references to the "Company," “Allied,” the "Registrant," the "Issuer,"
"we," "us," and "our" refer to Allied Ventures Holdings Corp.











PART I



|ITEM 1: | BUSINESS
|------- | --------



Introduction



Allied Ventures Holdings Corp., (the Company),
was incorporated on March 31, 1980, under the laws of the State of California as Expertelligence, Inc. On June 26, 2006, the Company
reincorporated in Nevada. On March 24, 2011, the Company amended its Articles of Incorporation to change its name to Pay Mobile,
Inc. On January 2, 2013, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holding Corp.
On February 21, 2013 the Company changed its name to Dephasium Corp. and thereafter, on February 23, 2015, the Company amended
its Articles of Incorporation to change its name to Allied Ventures Holdings Corp.



On March 24, 2011, the Company entered into
a Share Exchange Agreement (the Agreement) with Pay Mobile, Inc. (PMD) a Delaware corporation and its shareholders. Pursuant to
the terms of the Agreement, the company acquired 100% of the issued and outstanding shares of PMD. On June 11, 2012 the Agreement
with PMD was rescinded and the common shares of the Company which were previously issued to the PMD shareholders pursuant to the
Agreement were canceled.



On March 5, 2013, the Registrant entered into
an Asset Purchase Agreement for the purchase of certain patents and trademarks from Dephasium, Ltd., a limited partnership organized
under the laws of the United Kingdom. Pursuant to the Agreement, in consideration of the transfer to the Registrant of the ANCILIA
patent and trademark, Registration Number 4,085,620, the Registrant agreed to issue Dephasium 70,000,000 shares of its restricted
common stock. In addition, in consideration of $15,000, the Registrant redeemed and cancelled 50,000,000 shares of its restricted
common stock previously issued its former sole officer and director, Colon-Alonso, who as of that date, ceased to be a shareholder
of the Registrant. The Registrant has also agreed to name Lucien Gerard AIM to its Board of Directors.



In exchange for the issuance of the 70,000,000
shares of our restricted common stock, we relied on a Patent Evaluation which had been received from an independent third party,
OMECA for purposes of determining the patent’s value. At that time. Dephasium, Ltd., had already established a web site
for its operations in Europe which can viewed at www.dephasiums.com. Thereafter, Dephasium Ltd. set up an online store
at www.Dephasiumstore.com. The on line store enabled the Company to sell the products which it was distributing in the
United States and Canada in conjunction with its Distribution Agreement with Dephasium, Ltd. The Company was to receive 30% of
the revenues generated from sales within the United States and Canada. Unfortunately, the site failed to generate any sales and
the Company does not have the resources to hire a sales force to market the products in the United States and Canada. As such,
the Company has determined that it is in its best interest to discontinue its plans to sell products in the United States and
Canada. In doing so, the Company has also determined that the ANCILIA patent does not have any value on our books and records.





Effective as of the close of business December
30, 2013, Lucien Gerard resigned as a Director of the Company. That left Francisco Terreforte as our sole Director.



Effective December 31, 2013 the Company
entered into two agreements with Dephasium Ltd. The first one was a restructuring of its prior Asset Purchase Agreement whereby
the Company had issued 70,000,000 to Dephasium Ltd. In exchange for the ANCILIA patent and trademark registration number 4,085,627.
Pursuant to the Restructuring Agreement, the Company transferred back the ANCILIA patent and trademark and Dephasium Ltd. agreed
to cancel the 70,000,000 shares of the Company’s common which were previously issued to it. In addition the Company committed
up to $25,000 to be used to market Dephasium, Ltd.’s products and entered into a separate Licensing Agreement with Dephasium,
Ltd. That Licensing Agreement, also dated December 31, 2013, granted the Company a license to market Dephasium, Ltd. products
in North American in return for a 25% net license fee. That licensing agreement expired on December 31, 2014.







1









In addition, on December 31, 2013 Hal Lansky
entered into a Promissory Note with the Company in the sum of $50,000 in return for the Company agreeing to issue him 50,000,000
shares of the Company’s common stock. The stock was to be cancelled if the $50,000 due on the Note was not paid to the Company
on or before July 1, 2014. The Company received the $50,000 on June 30, 2014 and as such the Note has been canceled and the funds
have been added to the working capital of the Company. Furthermore, as reported in the 8-K filed with the SEC on January 24, 2015,
J. Francisco resigned as an office and director of the Company, thus resigning all his positions and Harold Minksky was appointed
the Company’s sole officer and director.



Current Status of our Business



The Company is considered to be a shell
corporation and in the development stage and has not yet generated or realized any revenues from business operations. The Company's
business strategy has changed to seeking potential merger candidates and we are now considered a shell as defined by the SEC. The
Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended December 31,
2014. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve
months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no
revenues are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and
through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase
or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial
statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."



2







Employees



At December 31, 2014 the Company did not have
any employees.



We have engaged consultants for accounting,
legal, and other part-time and occasional services.



WHERE YOU CAN FIND ADDITIONAL INFORMATION



In addition to this Report, we are also required
to file periodic reports and other information with the Securities and Exchange Commission, including quarterly reports and annual
reports which include our audited financial statements.  You may read and copy any reports, statements or other information
we file at the Commission’s public reference facility maintained by the Commission at 100 F Street, N.E., Washington, D.C.
20549, on official business days during the hours of 10:00am to 3:00pm. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to the public through the Commission Internet site at
http\\www.sec.gov. These filings may be inspected and copied (at prescribed rates) at the Commission's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549.



You may also request a copy of our filings at no cost, by writing
of telephoning us at:



17116 Prairie Street

Northridge, CA 91325

(818) 701-5432

Attention: Harold Minksy

President





3









ITEM 1A. RISK
FACTORS



Our business is subject to numerous
risks. We caution you that the following important factors, among others, could cause our actual results to differ materially
from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications
with investors and oral statements. Any or all of our forward-looking statements in this and in any other public statements we
make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties.
Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We
undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.



Risks Related To Our Operations And Financial
Condition



We are an early stage company with significant
capital resources deficiencies and we may not be able to raise adequate capital which could materially and adversely affect our
ability to conduct business.



As an early stage company, we have a capital
deficiency and limited operating resources.  As of December 31, 2014, we had cash on hand of approximately $35,000.
  The cash on hand in our bank accounts will not be sufficient to maintain our operations.  Even if we are
able to obtain third party financing, the terms and condition of financing could have a material adverse affect on our business,
results of operations, liquidity and financial condition.  Any investment in our shares is subject to the significant
risk that we will not be able to adequately capitalize our Company.  Even if we are able to raise adequate capital,
the cost of such capital may be burdensome and may materially impair our ability to fully implement our business plan.



The administrative costs of public company
regulatory compliance could become burdensome and consume a significant amount of our cash resources which could materially and
adversely affect our business.



We will incur significant costs and expenses
in connection with assuring compliance with all laws, rules and regulations applicable to us as a public company.  We
anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately
$50,000 annually.  Our reporting and compliance costs and expenses may increase substantially if we are able to deploy
our business model on an international basis, which will add significant cross-border jurisdictional complexity to our regulatory
compliance and our accounting controls and procedures.  Our compliance costs and expenses could also increase substantially
if we apply for trading of our securities on a national stock exchange which may have listing requirements that engender additional
administration and compliance costs.  We have assigned a high priority to establishing and maintaining controls, procedures,
corporate compliance and public company reporting; however, there can be no assurance that we will have sufficient cash resources
available to satisfy our public company reporting and compliance obligations.  If we are unable to cover the cost of
proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and
penalties, our stock could be barred from trading in public capital markets and we may have to cease doing business.



Our Auditors have issued an opinion expressing
uncertainty regarding our ability to continue as a going concern.  If we are not able to continue operations, investors
could lose their entire investment in our company.



We have a history of operating losses, and
may continue to incur operating losses for the foreseeable future. This raises substantial doubts about our ability to continue
as a going concern.  Our auditors expressed uncertainty about our ability to continue as a going concern. This means
that there is substantial doubt whether we can continue as an ongoing business without additional financing and/or generating
profits from our operations.  If we are unable to continue as a going concern and our Company fails, investors in our
shares could lose their entire investment.



4









Risks Related To Our Business



We will need additional funding in the
future to pursue our business strategy.  If additional future funding is not available to us our financial condition
could be materially and adversely affected and our business may fail.



Over the next twelve months, the Company will
need to raise money to operate as planned.   There can be no assurance that additional financing arrangements will
be available in amounts or on terms acceptable to us, if at all. Furthermore, if adequate additional funds are not available our
business may fail.





Risks Related To Our Stock



We will need to raise additional capital.
If we are unable to raise additional capital, our business may fail.



We will need to raise additional capital.
Our current working capital is not expected to be sufficient to carry out all of our plans to secure additional financing,
we may need to borrow money or sell more securities.  Under the current circumstances, we may be unable to secure additional
financing on favorable terms, if available at all.





The market price of our common stock
may be volatile which could adversely affect the value of your investment in our common stock.



The trading price of our common stock may be
highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the
market price of our common stock to fluctuate include:



| | · | fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | · | changes in estimates of our financial results or recommendations by securities analysts;
| | - | ----------------------------------------------------------------------------------------



| | · | changes in market valuations of similar companies;
| | - | --------------------------------------------------





| | · | changes in our capital
    structure, such as future issuances of securities or the incurrence of additional debt;
| | - | ------------------------------------------------------------------------------------------------------------------





5









| | · | regulatory developments in Canada, United States or foreign countries;
| | - | ----------------------------------------------------------------------



| | · | litigation involving our company, our general industry or both;
| | - | ---------------------------------------------------------------





| | · | investors’ general perception of us; and
| | - | ----------------------------------------



| | · | changes in general economic, industry and market conditions.
| | - | ------------------------------------------------------------





We do not currently intend to pay dividends
on our common stock and, consequently, the ability to achieve a return on your investment in our common stock will depend on appreciation
in the price of our common stock.  If our common stock does not appreciate in value, investors could suffer losses in
their investment in our common stock.



We do not expect to pay cash dividends on our
common stock. Any future dividend payments are within the absolute discretion of our Board of Directors and will depend on, among
other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual
restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board of
Directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock.  As
a result, the success of your investment in our common stock will depend on future appreciation in its value.  The price
of our common stock may not appreciate in value or even maintain the price at which you purchased our shares.  If our
common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.



You may experience dilution of your ownership
interests due to the future issuance of additional shares of our common stock which could be materially adverse to the value of
our common stock.



As of December 31, 2014, we had 95,164,138
shares of our common stock issued and outstanding.  We are authorized to issue up to 500,000,000 shares of common stock.
Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without
shareholder approval.  We may also issue additional shares of our common stock or other securities that are convertible
into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements
of our securities for capital raising purposes or for other business purposes. Future sales of substantial amounts of our common
stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock.  If
we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities.  If
we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of
our current stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous
to our common stockholders.



We anticipate that our common stock will
initially be considered to be a "Penny Stock," which will cause the trading of our stock to be subject to significant
regulations that could adversely affect the value of our common stock.



We anticipate that our common stock will initially
be a low-priced security, or a “penny stock” as defined under rules promulgated under the Exchange Act.  A
stock is a "penny stock" if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section
15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00
per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted on The NASDAQ Stock Market,
or even if so, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million,
if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years.
The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend
the stock but must trade in it on an unsolicited basis.





6









In accordance with these rules, broker-dealers
participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks
associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and
certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer
for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers
must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide
monthly account statements to the customer. The effect of these restrictions probably decreases the willingness of broker-dealers
to make a market in our common stock, decreases liquidity of our common stock and increases transaction costs for sales and purchases
of our common stock as compared to other securities.  As a result of these effects, the trading value of our common
stock could be materially and adversely affected.



OTCQB Listing



Our common stock is currently listed for trading
on the OTC Market Group’s Pink Sheets. Prior to this fiscal year, for our common stock to be listed for trading on the OTCQB
we only had to be current in our SEC reporting. Several months ago the OTC Market Group informed reporting companies that to maintain
a listing on the OTCQB, companies would have to meet certain standards and pay fees to maintain its listing. The following is a
summary of what we must do to maintain our OTCQB listing:



| | 1. | Maintain a bid price of $.01
| | -- | ----------------------------

| | 2. | Maintain current reporting with the SEC.
| | -- | ----------------------------------------

| | 3. | Pay an annual listing fee of $10,000. However, we are eligible for a discount in the first two
years of $7,500 per year.
| | -- | ------------------------------------------------------------------------------------------------------------------------

| | 4. | File an initial application with the OTC Market Group.
| | -- | ------------------------------------------------------

| | 5. | File an Initial and Annual Certification signed by our CEO and/or CFO stating:
| | -- | ------------------------------------------------------------------------------



| | A. | The company’s reporting standard
                                         and briefly describing the registration status of the company.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------

| | B. | That the company is current in its reporting obligations to the SEC and that such information is available either on EDGAR
or the OTC Markets website.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | C. | State that the name of the law firm and/or attorneys that assist the company in preparing its annual report or 10-K.
| | -- | --------------------------------------------------------------------------------------------------------------------

| | D. | Confirm that the company profile on the OTC Markets website is current and complete.
| | -- | ------------------------------------------------------------------------------------

| | E. | Confirm the total number of outstanding shares and the number of shares in the public float as of the most recent fiscal year
end.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------

| | F. | State the names and shareholdings of all officers and directors and shareholders that beneficially own 5% or more of the total
outstanding shares.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



This is a summary only of the requirements
and a complete and more detailed list may be found on the OTC Market Group’s web site at www.otcmarkets.com. We do
not intend to complete and file the initial application and certifications with the OTC Market Group to list our common stock
on the OTCQB and instead have decided to maintain our listing on the OTC Pink Sheets.





7









Broker-dealer requirements may affect
the trading and liquidity of our stock which could materially and adversely affect the value of our common stock.



Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rule 15g-2 promulgated there under by the SEC require broker-dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt
of the document before effectuating any transaction in a penny stock for the investor's account.  Moreover, Rule 15g-9
requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any
penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning
his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as
to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell
their shares to third parties or to otherwise dispose of them in the market or otherwise.  These requirements could discourage
interest in trading in our common stock and could materially and adversely affect the public trading value of our common stock.



Our securities will be subject to sales
restrictions imposed by state “Blue Sky Laws” that will limit the States where our stock may be traded and could reduce
the public market value of our stock.



State securities regulations may affect the
transferability of our shares.  We have not registered any of our shares for sale or resale under the securities or
"blue sky" laws of any state.  We do not currently plant to register or qualify our shares for sale or resale
in any state.  In many states, but not all states, shareholders can generally make unsolicited sales of securities through
registered broker-dealers.  Arkansas, Georgia, Illinois, Louisiana, New York, North Dakota, Ohio, Oregon and Tennessee,
do not permit shareholders to make unsolicited sales of securities through broker dealers.  Persons who desire to purchase
our shares in any trading market that may develop in the future should be aware that these state regulations may limit sales and
purchases of our shares.  The inability to trade or sell our common stock in certain states could materially and adversely
affect the public market value of our stock.

If a trading market for our securities develops, it may be volatile which could make it difficult to sell shares of common
stock or cause sales of common stock at a loss.



If an active trading market does develop, the
market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because
we are a new public company with a limited operating history.  Furthermore, even if a public market develops, the volume
of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders.  The
limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly
limit the number of shares that one can purchase or sell in a short period of time.



The equity markets have recently experienced
significant price and volume fluctuations that have adversely affected the market prices for many companies' securities.  These
fluctuations may not be directly attributable to the operating performance of these companies.  Any such fluctuations
may adversely affect the market price of our common stock, regardless of our actual operating performance.  As a result,
stockholders may be unable to sell their shares, or may be forced to sell shares of our common stock at a loss.



Shares eligible for future sale may adversely
affect the market price of our common stock.  The future sale of a substantial amount of our restricted stock in the
public marketplace could reduce the price of our common stock.



From time to time, certain of our stockholders
may be eligible to sell their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to
Rule 144 of the Securities Act of 1933, as amended, subject to certain compliance requirements.  In general, under Rule
144, unaffiliated stockholders (or stockholders whose shares are aggregated) who have satisfied a six month holding period may
sell shares of our common stock, so long as we have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the applicable period preceding such sale.  Generally, once a period of six months has elapsed since the date the common
stock was acquired from us or from an affiliate of ours, unaffiliated stockholders can freely sell shares of our common stock so
long as the requisite conditions of Rule 144 and other applicable rules have been satisfied.  Also generally, twelve
months after acquiring shares from us or an affiliate, unaffiliated stockholders can freely sell their shares without any restriction
or requirement that we are current in our SEC filings.  Any substantial sales of common stock pursuant to Rule 144 may
have an adverse affect on the market price of our common stock.





8









Failure to achieve and maintain internal
controls in accordance with Sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our
business and stock price.



If we fail to maintain adequate internal controls
or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time
to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial
reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention
of financial fraud.  If we cannot produce reliable financial reports or prevent fraud, our business and operating results
could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse
effect on our stock price.



|ITEM 1B: | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------



None.



|ITEM 2: | PROPERTIES
|------- | ----------



At the present time, we do not own or lease
any real estate.



|ITEM 3: | LEGAL PROCEEDINGS
|------- | -----------------



We are not aware of any pending or threatened
litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating
results. We cannot assure you that we will not be adversely affected in the future by legal proceedings.



|ITEM 4: | RESERVED
|------- | --------



Not Applicable.





9









PART II



|ITEM 5: | MMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------



Market Information



Our common stock, par value $0.0001 per share
(the "Common Stock"), is traded on the OTC Bulletin Board market under the symbol "DPHS." Our common stock
is traded sporadically and no established liquid trading market currently exists therefore.





|Year 2014      |  | High |      |  | Low | 
|-------------- |  | ---- | ---- |  | --- | 
|               |  |      |      |  |     | 
|First Quarter  |  |      | 0.01 |  |     | 
|Second Quarter |  |      | 0.01 |  |     | 
|Third Quarter  |  |      | 0.01 |  |     | 
|Fourth Quarter |  |      | 0.01 |  |     | 
|               |  |      |      |  |     | 
|Year 2013      |  | High |      |  | Low | 
|               |  |      |      |  |     | 
|First Quarter  |  |      | 0.13 |  |     | 
|Second Quarter |  |      | 0.61 |  |     | 
|Third Quarter  |  |      | 0.07 |  |     | 
|Fourth Quarter |  |      | 0.06 |  |     | 







Holders



As of the date of this Report there are 95,164,138
shares of common stock issued and outstanding.



As of the date of this Report there are 305
holders of record of our common stock in certificate form, exclusive of those brokerage firms and/or clearing houses holding our
Common Stock in street name for their clientele (with each such brokerage house and/or clearing house being considered as one holder).



Dividend Policy



We have not paid any dividends to the holders
of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future
earnings for use in the operation and expansion of our business.



Securities Authorized for Issuance Under
Equity Compensation Plans



At the present time, we have no securities
authorized for issuance under equity compensation plans.



|ITEM 6: | SELECTED FINANCIAL DATA
|------- | -----------------------



Pursuant to permissive authority under Regulation S-K, Rule 301,
we have omitted Selected Financial Data.





10









|ITEM 7: | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS
|------- | ------------------------------------------------------------------------------------



MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS



Forward Looking Statements



The following discussion of the financial condition
and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto
included elsewhere in this Report.  Some of the statements contained in this Report that are not historical facts are
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks
and uncertainties. However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated
under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. We urge you to be cautious of the forward-looking
statements, that such statements, which are contained in this Report, reflect our current beliefs with respect to future events
and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products
and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as
a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made
regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ
materially from those contemplated by such forward-looking statements include without limitation:



| | · | Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;
| | - | -------------------------------------------------------------------------------------------------------------------------------------
| | · | Our ability to raise capital when needed and on acceptable terms and conditions;                                                     
| | · | The intensity of competition;                                                                                                        
| | · | General economic conditions; and                                                                                                     
| | · | Changes in government regulations.                                                                                                   



The Company disclaims any obligation to update
any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated
by reference herein to reflect future events or developments.



Plan of Operation



The Company is a development stage company
and has not yet generated or realized any revenues from business operations.





11









Results of Operations



Results of Operations for the Twelve Months
Ended December 31, 2014 and December 31, 2013



Revenues



The Company did not generate any revenues
from operations for the years ended December 31, 2014 and 2013.



Operating Expenses



Operating expenses consist of general and
administrative expenses and impairment loss. General and administrative expenses for the years ended December 31, 2014 and 2013
totaled $19,434 and $45,804, respectively. The decrease in general and administrative expenses of $26,370 is attributable to a
decrease in legal and professional fees of approximating the $26,370 decline. In 2013 the Company incurred an impairment loss of
$1,130,000. No impairment loss was incurred in 2014.



Net Loss



Our Net Loss for the year
ended December 31, 2014 was $22,044.The Net Loss for the year ended December 31, 2013 was $1,175,804. The decline is attributable
to the decline in general and administrative expenses referred to above and to the $1,130,000 impairment loss incurred in 2013.



Assets and Liabilities



Our total assets were $35,363at December 31,
2014 as compared to total assets of $313at December 31, 2013.



Total Current Liabilities were $17,085at December
31, 2014 as compared to Total Current Liabilities of $9,991 at December 31, 2013.





12









Liquidity and Capital Resources



As of December 31, 2014, the Company had cash
of $35,363. The current cash on hand in our bank accounts will not be sufficient to maintain our operations.



Management believes that without obtaining
additional financing we will not be able to maintain our operations. Although we have actively been pursuing new business opportunities,
we cannot give assurance that we will succeed in this endeavor, or be able to enter into necessary agreements to pursue our business
on terms favorable to us. Should we be unable to generate additional revenues or raise additional capital, we could eventually
be forced to cease business activities altogether.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The
Company’s’ financial position and operating results raise substantial doubt about the Company’s ability to continue
as a going concern, as reflected by the Company’s accumulated deficit of $2,608,539 at December 31, 2014. The financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management
is considering options in order to address the Company’s financing requirements. Those options include the possible sale
of common stock and debt financing. There can be no assurance that management will be able to obtain the necessary financing needed
to continue as a going concern.

13







Our Plan of Operation for the Next Twelve
Months



Complete to seek new business opportunities



Continue to raise capital to maintain operations
until cash flow positive.



Working Capital



While we do not have in-place working capital
to fund normal business activities, we are actively seeking financing.



Contractual Obligations and Other Commercial Commitments



We currently do not have any obligations or commitments.

Warrants



As of December 31, 2014, we had no outstanding
warrants.



Common Stock



As of December 31, 2014, there were 95,164,138
shares issued and outstanding.



Significant Business Challenges



We need to identify a new business opportunity
as well as the challenge of raising adequate capital in order to fully deploy a business plan.



Publicly Reporting Company Considerations



We will face several material challenges of
operating as a publicly reporting company and we expect to incur significant costs and expenses applicable to us as a public company.  We
anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately
$50,000 annually which we expect to pay for out of proceeds from our financing efforts during the next twelve months from the date
of this Report.  Subsequent to the next twelve month reporting and compliance period, we expect to pay for our publicly
reporting company compliance and reporting costs from our revenues.  We must structure, establish, maintain and operate
our Company under corporate policies designed to ensure compliance with all required public company laws, rules, regulations, including,
without limitation, the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Foreign Corrupt
Practices Act and the respective rules and regulations promulgated thereunder.  Some of our more significant challenges
of being a publicly reporting company will include the following:



| | · | We will have to carefully prepare and file in the format mandated by the SEC all periodic filings required by the Securities Exchange Act of 1934 (Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and interim reports of material significant events on Form 8-K), as well as insider reporting compliance for all officers and director under Section 16 of the Securities Exchange Act of 1934 on Forms 3, 4 and 5;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





14







| | · | In addition to auditing our annual financial statements and maintaining our books and records in accordance with the requirements of the Securities Act of 1934, we will have to prepare and submit our accounting controls and procedures for audit in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, which requires increased corporate responsibility and accountability;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | · | We will have to assure that our Board committee charters, corporate governance principles, Board committee minutes are properly drafted and maintained;                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | · | We will have to carefully analyze and assess all disclosures in all forms of public communications, including periodic SEC filings, press releases, website postings, and investor conferences to assure legal compliance;                                                                                                                                                                  



| |   |                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | We will have assure corporate and SEC legal compliance with respect to proxy statements and information statements circulated for our annual shareholder meetings, shareholder solicitations and other shareholder information events;                                                     
| |   |                                                                                                                                                                                                                                                                                            
| | · | We will have to assure securities law compliance for all equity-based employee benefit plans, including registration statements and prospectus distribution procedures;                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                            
| | · | We will have to continuously analyze the specific impact on our Company of all significant SEC initiatives, policies, proposals and developments, as well as assess the rules of Public Company Accounting Oversight Committee on governance procedures of Company and our audit committee;



| | · | We will have to comply with the specific listing requirements of a stock exchange if we qualify and apply for such listing;                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                 
| | · | Being a public company increases our director and officer liability-insurance costs;                                                                                            
| |   |                                                                                                                                                                                 
| | · | We will have to engage and interface with a Transfer Agent regarding issuance and trading of our common stock, which may include Rule 144 stock transfer compliance matters; and
| |   |                                                                                                                                                                                 
| | · | We will incur additional costs for legal services as a function of our needs to seek guidance on securities law disclosure questions and evolving compliance standards.         



We have assigned a high priority to corporate
compliance and our public company reporting obligations, however, there can be no assurance that we will have sufficient cash resources
available to satisfy our public company reporting and compliance obligations.  If we are unable to cover the cost of
proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and
penalties, our stock could be barred from trading in public capital markets and we may have to cease operations.



Our actual results may differ from our projections
if there are material changes in any of the factors or assumptions upon which we have based our projections.  Such factors
and assumptions, include, without limitation, the development of our proprietary technology platform and our products, the timing
of such development, market acceptance of our products, protection of our intellectual property, our success in implementing our
strategic, operating and personnel initiatives and our ability to commercialize our products, any of which could impact sales,
costs and expenses and/or planned strategies and timing.  As a result, it is possible that we may require significantly
more capital resources to meet our capital needs.





15









Off-Balance Sheet Arrangements



None.



|ITEM 7A: | QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ---------------------------------------------------------



We did not have any operations which implicated
market risk as of the end of the latest fiscal year.  We expect that our planned operations will engender market risk,
particularly with respect to foreign currency exchange rate risk.  We intend to implement an analysis and assessment
program which will on a regular basis determine exposures of the Company to such risks.  We expect to report the results
of all such quantitative and qualitative risk assessments prior to entering into any material agreements, and on an annual basis
to our audit committee so that responsive risk management measures can be discussed and actions taken to the extent reasonably
feasible. Inflationary factors in the future, such as increases in overhead costs, may adversely affect our operating results.  A
high rate of inflation in the future may have an adverse effect on our ability to manage selling, general and administrative expenses
as a percentage of net revenues if our revenues do not increase with these increased costs.



16









|ITEM 8: | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------



| | Our financial statements have been examined to the extent indicated in their report by Paritz & Company, P.A. for the year ended December 31, 2014, and the year ended December 31, 2013, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-X as promulgated by the Securities and Exchange Commission and are included herein, on Page F-2 hereof in response to Part F/S of this Form 10-K.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



INDEX TO FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm |  |  | F-1         | 
|------------------------------------------------------- |  |  | ----------- | 
|                                                        |  |  |             | 
|Balance Sheets                                          |  |  | F-2         | 
|                                                        |  |  |             | 
|Statements of Operations                                |  |  | F-3         | 
|                                                        |  |  |             | 
|Statements of Stockholders’ Equity                      |  |  | F-4         | 
|                                                        |  |  |             | 
|Statements of Cash Flows                                |  |  | F-5         | 
|                                                        |  |  |             | 
|Notes to Financial Statements                           |  |  | F-6 to F-11 | 



17











|Paritz
        & Company, P.A. | 15
        Warren Street, Suite 25
        Hackensack,
        New Jersey 07601
        (201)342-7753
        Fax:
        (201) 342-7598
|------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors andStockholders of Allied Venture Holding Corp.

(f/k/a)
Dephasium Corp.



We
have audited the accompanying balance sheets of Allied Venture Holding Corp (f/k/a Dephasium Corp) as of December 31, 2014 and
2013, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two year
period ended December 31, 2014. Allied Ventures Holding’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Allied
Ventures Holdings Corp (f/k/a Dephasium Corp) as of December 31, 2014 and 2013, and the results of its operations and its cash
flows for each of the years in the two year period ended December 31, 2014, in conformity with accounting principles generally
accepted in the United States of America.



|/s/
    Paritz     & Company, P.A.
|----------------------------------
|                                  
|Hackensack,
    NJ                
|                                  
|June
    2, 2015                  





F-1







Allied
Ventures Holding Corp.

(f/k/a
Dephasium Corp.)

(f/k/a
Pay Mobile, Inc.)



Balance
Sheets



|                                                                                                                                                                        |  | December 31, 2014 |            |   | December 31, 2013 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                                                                  |  |                   |            |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|CURRENT ASSETS                                                                                                                                                          |  |                   |            |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|Cash and cash equivalents                                                                                                                                               |  | $                 | 35,363     |   |                   | $
|                                                                                                                                                                        |  |                   |            |   |                   |  
|TOTAL CURRENT ASSETS AND TOTAL ASSETS                                                                                                                                   |  | $                 | 35,363     |   |                   | $
|                                                                                                                                                                        |  |                   |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                          |  |                   |            |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|CURRENT LIABILITIES                                                                                                                                                     |  |                   |            |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|Accrued expenses                                                                                                                                                        |  | $                 | 2,610      |   |                   | $
|Short term loan                                                                                                                                                         |  |                   | 9,475      |   |                   |  
|Note payable                                                                                                                                                            |  |                   | 5,000      |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES                                                                                                                         |  |                   | 17,085     |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                          |  |                   |            |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|Preferred stock, $0.0001 par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and 2013, respectively                       |  |                   | -          |   |                   |  
|Common stock, $0.0001 par value, 500,000,000 shares authorized, 95,164,138 and 45,164,138  shares issued and outstanding as of December 31, 2014 and 2013, respectively |  |                   | 9,516      |   |                   |  
|Common stock to be issued                                                                                                                                               |  |                   | -          |   |                   |  
|Additional paid-in capital                                                                                                                                              |  |                   | 2,617,301  |   |                   |  
|Subscription receivable                                                                                                                                                 |  |                   | -          |   |                   |  
|Accumulated deficit                                                                                                                                                     |  |                   | (2,608,539 | ) |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|Total Stockholders' Equity (Deficit)                                                                                                                                    |  |                   | 18,278     |   |                   |  
|                                                                                                                                                                        |  |                   |            |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                    |  | $                 | 35,363     |   |                   | $



See
accompanying notes to financial statements.



F-2







Allied
Ventures Holding Corp.

(f/k/a
Dephasium Corp.)

(f/k/a
Pay Mobile, Inc.)



For
the Years Ended December 31, 2014 and 2013

Statements
of Operations



|                                                      |  | 2014 |            |   | 2013 |  
|----------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                                      |  |      |            |   |      |  
|REVENUES                                              |  | $    | -          |   |      | $
|                                                      |  |      |            |   |      |  
|EXPENSES                                              |  |      |            |   |      |  
|                                                      |  |      |            |   |      |  
|General and administrative                            |  |      | 19,434     |   |      |  
|Impairment loss                                       |  |      | -          |   |      |  
|                                                      |  |      |            |   |      |  
|Total Expenses                                        |  |      | 19,434     |   |      |  
|                                                      |  |      |            |   |      |  
|LOSS FROM OPERATIONS                                  |  |      | (19,434    | ) |      |  
|                                                      |  |      |            |   |      |  
|OTHER EXPENSE                                         |  |      |            |   |      |  
|Interest expense                                      |  |      | 2,610      |   |      |  
|                                                      |  |      |            |   |      |  
|LOSS BEFORE INCOME TAXES                              |  |      | (22,044    | ) |      |  
|                                                      |  |      |            |   |      |  
|Provision for income taxes                            |  |      | -          |   |      |  
|                                                      |  |      |            |   |      |  
|NET LOSS                                              |  | $    | (22,044    | ) |      | $
|                                                      |  |      |            |   |      |  
|LOSS PER SHARE - BASIC AND DILUTED                    |  | $    | 0.00       |   |      | $
|                                                      |  |      |            |   |      |  
|WEIGHTED AVERAGE OUTSTANDING SHARES BASIC AND DILUTED |  |      | 95,164,138 |   |      |  



See
accompanying notes to financial statements.



F-3







Allied
Ventures Holdings Corp.

(f/k/a
Dephasium Corp.)

(f/k/a
Pay Mobile, Inc.)



Statements
of Stockholders' Equity (Deficit)

For
the Years Ended December 31, 2014 and 2013



|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  | Total         |  
|--------------------------------------------------------------------------- |  | ----------- | ----------- | - | ---------------- |  | ----------- | -------------- |  | - | ---------------- | - |  | ------------------- | ------ | - | ------------ | - | --------- | ----------- |  |  | ------------- | -
|                                                                            |  | # Of Shares |             |   | # Of Shares      |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  | Stockholders' |  
|                                                                            |  | Common      |             |   | Common Stock     |  |             | Common Stock   |  |   | Common Stock     |   |  | Additional          |        |   | Subscription |   |           | Accumulated |  |  | Equity        |  
|                                                                            |  | Stock       |             |   | To
    Be Issued |  |             | Par
    $.0001 |  |   | To
    Be Issued |   |  | Paid-In
    Capital |        |   | Receivable   |   |           | Deficit     |  |  | (Deficit)     |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Balance, December 31, 2012                                                  |  |             | 94,964,138  |   |                  |  | -           |                |  | $ | 9,496            |   |  |                     | -      |   |              | $ | 1,388,745 |             |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Common stock issued for
    cash on February 6, 2013                        |  |             | 200,000     |   |                  |  | -           |                |  |   | 20               |   |  |                     | -      |   |              |   | 49,980    |             |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Capital contribution from
    officer                                       |  |             | -           |   |                  |  | -           |                |  |   | -                |   |  |                     | -      |   |              |   | 13,576    |             |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Common stock issued for
    patent on April 19, 2013                        |  |             | 70,000,000  |   |                  |  | -           |                |  |   | 7,000            |   |  |                     | -      |   |              |   | 1,193,000 |             |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Redemption of common stock on
    April 19, 2013                            |  |             | (50,000,000 | ) |                  |  | -           |                |  |   | (5,000           | ) |  |                     | -      |   |              |   | (10,000   | )           |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Common stock cancelled for
    returned patent on December 31, 2013         |  |             | (70,000,000 | ) |                  |  | -           |                |  |   | (7,000           | ) |  |                     | -      |   |              |   | (63,000   | )           |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Common stock to be issued
    pursuant to agreement dated December 31, 2013 |  |             | -           |   |                  |  | 50,000,000  |                |  |   | -                |   |  |                     | 5,000  |   |              |   | 45,000    |             |  |  | (50,000       | )
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Net loss, year ended
    December 31, 2013                                  |  |             | -           |   |                  |  | -           |                |  |   | -                |   |  |                     | -      |   |              |   | -         |             |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Balance, December 31, 2013                                                  |  |             | 45,164,138  |   |                  |  | 50,000,000  |                |  |   | 4,516            |   |  |                     | 5,000  |   |              |   | 2,617,301 |             |  |  | (50,000       | )
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Receipt of subscription
    receivable and issuance of shares               |  |             | 50,000,000  |   |                  |  | (50,000,000 | )              |  |   | 5,000            |   |  |                     | (5,000 | ) |              |   | -         |             |  |  | 50,000        |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Net loss, year ended
    December 31, 2014                                  |  |             | -           |   |                  |  | -           |                |  |   | -                |   |  |                     | -      |   |              |   | -         |             |  |  | -             |  
|                                                                            |  |             |             |   |                  |  |             |                |  |   |                  |   |  |                     |        |   |              |   |           |             |  |  |               |  
|Balance, December 31,
    2014                                              |  |             | 95,164,138  |   |                  |  | -           |                |  | $ | 9,516            |   |  |                     | -      |   |              | $ | 2,617,301 |             |  |  | -             |  



See
accompanying notes to financial statements.



F-4







Allied
Ventures Holding Corp.

(f/k/a
Dephasium Corp.)

(f/k/a
Pay Mobile, Inc.)



Statements
of Cash Flows



|                                                                              |  | Years Ended December 31, |        
|----------------------------------------------------------------------------- |  | ------------------------ | -------
|                                                                              |  | 2014                     |        
|OPERATING ACTIVITIES                                                          |  |                          |        
|                                                                              |  |                          |        
|Net (loss)                                                                    |  | $                        | (22,044
|Impairment loss                                                               |  |                          | -      
|Adjustments to reconcile net (loss) to net cash used by operating activities: |  |                          |        
|Changes in operating assets and liabilities:                                  |  |                          |        
|Increase (decrease) in accounts payable                                       |  |                          | 2,094  
|                                                                              |  |                          |        
|NET CASH USED BY OPERATING ACTIVITIES                                         |  |                          | (19,950
|                                                                              |  |                          |        
|FINANCING ACTIVITIES                                                          |  |                          |        
|                                                                              |  |                          |        
|Proceeds from note payable                                                    |  |                          | 5,000  
|Proceeds from sale of common stock                                            |  |                          | 50,000 
|Redemption of common stock                                                    |  |                          | -      
|Capital contributions from officers                                           |  |                          | -      
|Net Cash Provided by Financing Activities                                     |  |                          | 55,000 
|                                                                              |  |                          |        
|NET INCREASE (DECREASE) IN CASH                                               |  |                          | 35,050 
|                                                                              |  |                          |        
|CASH AT BEGINNING OF YEAR                                                     |  |                          | 313    
|                                                                              |  |                          |        
|CASH AT END OF YEAR                                                           |  | $                        | 35,363 
|                                                                              |  |                          |        
|NON-CASH INVESTING ACTIVITY:                                                  |  |                          |        
|Common stock issued for patent acquisition                                    |  | $                        | -      



See
accompanying notes to financial statements.



F-5









ALLIED VENTURES HOLDING CORP.

(f/k/a DEPHASIUM CORP.)

(f/k/a PAY MOBILE, INC.)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014



NOTE 1 – COMPANY BACKGROUND AND ORGANIZATION



Allied Ventures Holdings Corp., (the
Company), was incorporated on March 31, 1980, under the laws of the State of California as Expertelligence, Inc. On June 26, 2006,
the Company reincorporated in Nevada. On March 24, 2011, the Company amended its Articles of Incorporation to change its name to
Pay Mobile, Inc. On January 2, 2013, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holding
Corp. On February 21, 2013, the Company amended its Articles of Incorporation to change its name to Dephasium Corp. On February
23, 2015, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holdings Corp.



On March 24, 2011, the Company entered
into a Share Exchange Agreement (the Agreement) with Pay Mobile, Inc. (PMD) a Delaware corporation and its shareholders. Pursuant
to the terms of the Agreement, the company acquired 100% of the issued and outstanding shares of PMD. On June 11, 2012 the Agreement
with PMD was rescinded and the common shares of the Company which were previously issued to the PMD shareholders pursuant to the
Agreement were canceled.



The Company is a “Shell Company”
status and is looking for a new business opportunity.



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Cash and Cash Equivalents



The Company considers all highly liquid investments
with original maturities of three months or less to be cash equivalents.



Fair Value of Financial Instruments



The Company’s financial instruments consist
of cash and cash equivalents, accrued expenses, a short-term loan and a short-term note payable. The carrying amounts of the Company’s
financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are
subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes,
nor do we utilize derivative instruments.





F-6







Intangible Assets



In accordance with ASC 350-30, which provides
guidance on accounting for general intangibles other than goodwill, the Company tests its intangible assets for impairment based
on the assets classification as finite-lived or indefinite-lived. The Company’s sole intangible asset was a patent which
is deemed to be finite-lived. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If the Company determines that the sum of the undiscounted
cash flows expected from the asset’s use and eventual disposal is less than the carrying amount of the asset, an impairment
charge is recorded to the extent that the carrying amount exceeds the asset’s fair value. The Company experienced an impairment
loss discussed in Note 3.



Income Taxes



The Company utilizes the asset and liability
method to account for income taxes pursuant to ASC 740 “Income Taxes”. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. A valuation allowance is used to reduce net deferred tax assets to the amount that, based
on management’s estimate, is more likely than not to be realized.



ASC 740 provides guidance for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. If the Company determines
that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is
a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability
for uncertain tax positions would then be recorded if the Company determined it is more likely than not that a position would not
be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable.
The Company does not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing
authorities. The Company classifies interest and penalties related to unrecognized tax benefits, if and when required, as part
of interest expense and other expense in the consolidated statements of operations.



Use of Estimates



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



Stock Based Compensation



Stock based compensation is accounted for at
fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock
options.





F-7







Basic Loss Per Share



Basic loss per share is calculated by dividing
the Company’s net loss applicable to common stock by the weighted average number of shares during the period. Diluted earnings
per share is calculated by dividing the Company’s net loss by the diluted weighted average number of shares outstanding during
the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially
dilutive debt or equity. There is no dilutive debt or equity.



Fair Value Measurements



The Company follows the provisions of
ASC 820, “Fair Value Measurements And Disclosures”. ASC 820 defines fair value, establishes a framework for measuring
fair value under generally accepted principles, and enhances disclosures about fair value measurements.



Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation
methodologies used to measure fair value:



Level 1 – Valuations based on
quoted prices for identical assets and liabilities in active markets.



Level 2 – Valuations based on
observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data.



Level 3 – Valuations based on
unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other
market participants. These valuations require significant judgment.



As of December 31, 2014 and 2013, the
Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring
basis.



Recent Accounting Pronouncements



In July 2013, FASB issued guidance regarding
the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward
exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to
a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This guidance is
effective for fiscal years beginning after December 31, 2013 on either a prospective or retrospective basis. The Company does not
believe the adoption of this accounting pronouncement will have a material impact on its financial statements.



On June 10,
2014 the FASB issued ASU 2014-10, Development Stage Entities, (Topic 915), which eliminates the concept of a development stage
entity (DSE) in its entirety from current accounting guidance. The removal of the DSE reporting requirements are effective for
public entities for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption of
the new standard is permitted and it was adopted by the Company in the quarter ended December 31, 2013.





F-8







In August 2014
the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which requires an entity’s
management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about
the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued
(or within one year after the date that the financial statements are available to be issued when applicable). The amendments in
ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.
Early application is permitted. The Company does not believe the adoption of this accounting pronouncement will have a material
impact on its financial statements.



The Company
does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its financial
position, results of operations or cash flows.



NOTE
3 – ASSET PURCHASE AND RESTRUCTURING AGREEMENTS AND IMPAIRMENT LOSS



On March 5,
2013 the Company entered into an Asset Purchase Agreement for the purchase of a patent from Dephasium, LTD, a limited partnership
organized under the laws of the United Kingdom. Pursuant to the Agreement, in consideration of the transfer to the Company of the
ANCILIA Patent and Trademark, the Company agreed to issue Dephasium, LTD 70,000,000 shares of its restricted common stock.  As
of April 18, 2013, all conditions precedent to the closing were satisfied. The patent was valued and recorded at $1,200,000 based
on an independent appraisal.



Effective December
31, 2013, the Company entered into a “Restructuring Agreement” with Dephasium, LTD whereby (1) the Company shall transfer
the patent and Ancilia trademark back to Dephasium, LTD (2) Dephasium LTD shall return the 70,000,000 restricted common stock shares
to the Company and said shares are deemed cancelled (3) the Company shall enter into a license agreement for the sale of Dephasium,
LTD products and commit up to $25,000 to be used for marketing the products in the United States.



On December
31, 2013 the value of the Company’s common stock was $0.01 per share. Accordingly, the 70,000,000 returned common shares
had a value of $70,000 resulting in an impairment loss on the returned patent and trademark of $1,130,000.



NOTE
4 – SHORT-TERM LOAN



On December
17, 2012 the Company entered into a $9,475 promissory note obligating the Company to repay the loan one year from the date thereof.
The annual interest rate is “US Prime” plus 8%. The prime rate on the note’s execution date was 3.25%; accordingly,
the annual interest rate is 11.25%. The note matured in December 2013 and the Company did not pay any of the principal. The Company
is in default but has not received notification thereof from the lender as required in the note.



NOTE
5 – NOTE PAYABLE



On March 24,
2014, the Company entered into a $5,000 promissory note obligating the Company to repay the loan one year from the date thereof.
The annual interest rate is “US Prime” plus 8%. The prime rate on the note’s execution date was 3.25%; accordingly,
the annual interest rate is 11.25%.





F-9







NOTE
6 – STOCKHOLDERS’ EQUITY



On February
6, 2013 the Company issued 200,000 common shares for proceeds of $50,000.



On April 19,
2013 the Company redeemed 50,000,000 common shares for $15,000.



On April 19,
2013 the Company issued 70,000,000 restricted common shares pursuant to the asset purchase agreement referred to in Note 3. The
70,000,000 shares were canceled effective December 31, 2013 pursuant to the restructuring agreement referred to in Note 3.



Effective December
31, 2013 the Company entered into an agreement to issue 50,000,000 common shares in exchange for $50,000. The Company recorded
a subscription receivable for said amount as the $50,000 was received in June, 2014. The shares were issued in October, 2014.



In 2013 an
officer of the Company contributed $13,576.



NOTE
7 – COMMITMENT



Pursuant to
the restructuring agreement referred to in Note 3, the Company entered into a license for the sale of products. The Company agreed
to commit up to $25,000 to be used for marketing the products in the United States. Effective December 31, 2014 the licensing agreement
was terminated and the Company’s obligation related thereto ceased. Accordingly, the Company was not required to fund marketing
costs referred to in the licensing agreement.



NOTE 8 – GOING CONCERN



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The
Company’s’ financial position and operating results raise substantial doubt about the Company’s ability to continue
as a going concern, as reflected by the Company’s accumulated deficit of $2,608,539 at December 31, 2014. In addition, the
Company has not generated any revenues since inception. The ability of the Company to continue as a going concern is dependent
upon finding a new business opportunity and obtaining additional capital and financing.  The financial statements do
not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



Management
is considering options in order to address the Company’s financing requirements. Those options include the possible sale
of common stock and debt financing. There can be no assurance that management will be able to obtain the necessary financing needed
to continue as a going concern.





F-10







NOTE 9 – INCOME TAXES



The reconciliation of the federal statutory income tax rate of 34%
to the Company’s effective income tax rate is as follows as of December 31, 2014 and 2013, respectively:



|                                             |  | 2014 |       |   | 2013 | 
|-------------------------------------------- |  | ---- | ----- | - | ---- | 
|                                             |  |      |       |   |      | 
|Income tax benefit using U.S. statutory rate |  |      | 34.0  | % |      | 
|Change in valuation allowance                |  |      | (34.0 | ) |      | 
|Effective income tax rate                    |  |      | 0.0   | % |      | 











The components of the Company’s deferred tax asset
are as follows as of December 31, 2014 and 2013:



|                                |  | December 31, 2014 |          |   | December 31, 2013 |  
|------------------------------- |  | ----------------- | -------- | - | ----------------- | -
|Deferred Tax Asset:             |  |                   |          |   |                   |  
|Net Operating Loss Carryforward |  | $                 | 293,189  |   |                   | $
|Valuation Allowance             |  |                   | (293,189 | ) |                   |  
|Total Net Deferred Tax Asset    |  | $                 | -        |   |                   | $
|Change in Valuation Allowance   |  | $                 | 7,495    |   |                   | $



The potential deferred tax asset is
computed utilizing a 34% federal statutory tax rate. No deferred tax asset has been reported in the financial statements because
the Company believes it is more likely than not that the net operating loss (NOL) carryforwards will not be realized. Accordingly,
the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.



The increase in the 2014 and 2013 valuation
allowance of $7,495 and $15,574, respectively, is solely attributable to deferred tax assets arising from the tax benefit of the
NOL carryforward.



As of December 31, 2014 and December
31, 2013, the Company had NOL carryforwards for income tax reporting purposes of approximately $862,320 and $840,276, respectively;
which expire between 2014 and 2034.



The Company has not filed 2012, 2013
and 2014 income tax returns. The Company’s tax returns are subject to examination by the federal tax authorities for years
2011 through 2014.



NOTE 10 – SUBSEQUENT EVENTS



The Company has evaluated subsequent
events through the date the financial statements were available to be issued. Management has determined that no events occurred
subsequent to December 31, 2014 that would require disclosure in the financial statements.





F-11







|ITEM 9: | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



We have not had any changes in or disagreements
with our accountants regarding accounting and financial disclosure.





|ITEM 9A: | CONTROLS AND PROCEDURES
|-------- | -----------------------



Evaluation of Disclosure Controls
and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities
Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including
our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive
officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered
by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management
concluded that our disclosure controls and procedures were ineffective as of December 31, 2014.



Management’s Report on Internal Control
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting
is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial
statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
or compliance with the policies or procedures may deteriorate.



With the participation of our Chief Executive
Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness
of our internal control over financial reporting as of December 31, 2014 based on the framework in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation
and the material weaknesses described below, management concluded that the Company did not maintain effective internal control
over financial reporting as of December 31, 2014 based on the COSO framework criteria. Management has identified control deficiencies
regarding the lack of segregation of duties, tax compliance issues and the need for a stronger internal control environment. Management
of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and reliance
on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls
in the future, such as segregation of duties, due to the cost/benefit of such remediation.



To mitigate the current limited resources
and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outside
accounting consultants.



These control deficiencies could result
in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated
financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies
as described above together constitute a material weakness.



In light of this material weakness, we
performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended
December 31, 2014 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management
believes that despite our material weaknesses, our consolidated financial statements for the year ended December 31, 2014 are
fairly stated, in all material respects, in accordance with US GAAP.



This annual report does not include an
attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.



18









Limitations on Effectiveness of Controls
and Procedures



Our management, including our Chief Executive
Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures
or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include,
but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.



Changes in Internal Controls



During the fiscal quarter ended December
31, 2014, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably
likely to materially affect our internal controls over financial reporting.





|ITEM 9B: | OTHER INFORMATION
|-------- | -----------------





This amended 10-K is being filed
        to amend Section 9A above to bring the language into compliance with applicable SEC regulations.



19









PART
III



|ITEM
    10: | DIRECTORS, EXECUTIVE
    OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE
|------------ | ---------------------------------------------------------------------



MANAGEMENT
AND CERTAIN SECURITY HOLDERS



Directors,
Executive Officers, Promoters and Control Persons



The following
table presents information with respect to our officers, directors and significant employees as of December 31, 2014:



|Name          |  | Age |  | Position                                                                    
|------------- |  | --- |  | ----------------------------------------------------------------------------
|Harold Minsky |  | 76  |  | Chief Executive Officer, President and
    Chief Financial Officer, Director



Biographical
Information Regarding Officers and Directors



Harold
Minsky became our sole officer and director on January 14, 2014. From June 2009 to October 2012, Mr. Minsky was a stockbroker
with JH Darbie & Company. From October 2012 to March 2013 he was a stockbroker with Westor Securities and from April 2013
to November 2013 he was a stockbroker with Jera Securities. Mr. Minsky is not registered with any Brokerage firm at this time.

Term
of Office



All
of our directors are appointed for a one-year term to hold office until the next annual meeting of stockholders and until their
successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve
at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following
the annual meeting of stockholders.  Our executive officers are appointed by our Board of Directors and hold office
until removed by the Board.



Significant
Employees



At
the present time, we have no key employees.



Family
Relationships



There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become
directors or executive officers.



Involvement
in Certain Legal Proceedings



To
the best of our knowledge, during the past five years, none of the following occurred with respect to a present director (or person
nominated to become director), executive officer, founder, promoter or control person: (1) any bankruptcy petition filed by or
against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within
two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting
his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended or vacated.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires that the executive officers and directors, and persons who beneficially own more than 10% of
the equity securities of reporting companies, file reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we received, we believe that during
the year ended December 31, 2011, the filing requirements were not met. However, we anticitpate that these filings will be made
in the second quarter of this year.





20









Code
of Ethics



We
have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote
honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.  To
the knowledge of the Company, there have been no reported violations of the Code of Ethics.

Whistleblower Procedures Policy



In
accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors of the Company has adopted
a Whistleblower Procedures Policy, stating that all employees of the Company and its subsidiaries are strongly encouraged to report
any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting
or auditing matters.  Under the Whistleblower Procedures Policy, the management of the Company shall promptly and periodically
communicate to all employees with access to accounting, payroll and financial information the means by which they may report any
such irregularities.  In the event an employee is uncomfortable for any reason reporting irregularities to his or her
supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company.  The
identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or
may be made on an anonymous basis.  Notice must be provided to all of the Company’s employees with access to accounting,
payroll and financial information in respect of these procedures.



The
Company does not have any Committees of the Board



Director
Nominations



There
have been no changes in the year ended December 31, 2014 to the procedures by which security holders may recommend nominees to
our board of directors.



|ITEM
    11: | EXECUTIVE COMPENSATION
|------------ | ----------------------



Executive
Compensation



The
following table sets forth compensation for each of the past three fiscal years with respect to each person who served as Chief
Executive Officer of the Company and each of the four most highly-compensated executive officers of the Company who earned a total
annual salary and bonuses that exceeded $100,000 in any of the two preceding fiscal years.



Summary
Compensation Table



|Name and Principal
                                         Position |  | Year (1) |      |  | Salary ($) |  |   | Stock
    Awards ($) |  |  | Total | 
|-------------------------------------------------------------------- |  | -------- | ---- |  | ---------- |  | - | -------------------- |  |  | ----- | 
|                                                                     |  |          |      |  |            |  |   |                      |  |  |       | 
|Harold Minksy                                                        |  |          | 2014 |  |            |  | 0 |                      |  |  | 0     | 





No other
officers earned over $100,000 in the preceding fiscal years, other than as set forth above.



Employment
Agreements



The
Company currently has no employment agreements with its executive officers or other employees.



Director
Compensation



For
the years ended December 31, 2014 and December 31, 2013, the directors were not awarded any options or paid any cash compensation.



21









|ITEM
    12: | SECURITY OWNERSHIP OF
    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|------------ | --------------------------------------------------------------------------------------------------



The
following table sets forth the number of shares of common stock beneficially owned as of December 31, 2013 by (i) those persons
or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer;
and (iv) all directors and executive officers as a group. Except as indicated below, each of the stockholders listed below possesses
sole voting and investment power with respect to their shares.  The percentage of ownership set forth below assumes
all share cancellations as disclosed are completed and reflects each holder’s ownership interest in the 95,164,138 shares
of common stock issued and outstanding as of December 31, 2014. Unless otherwise specified, the address of each of the persons
set forth below is in care of the Company.



|Name
    of Beneficial Owner |  | Amount
    and Nature of Beneficial Ownership |            |  | Percent
                                         of Common
                                         Stock | 
|---------------------------- |  | --------------------------------------------- | ---------- |  | --------------------------------------------------------------------------------------------------------- | 
|                             |  |                                               |            |  |                                                                                                           | 
|Harold Minksy                |  |                                               | 50,000,000 |  |                                                                                                           | 



Potential
Changes in Control



None.



Stock
Option Plan Information



To
date, the Company has not adopted a Stock Option Plan.  The Company may adopt an option plan in the future.



Adverse
Interests



The
Company is not aware of any material proceeding to which any director, officer, or affiliate of the Company, or any owner of record
or beneficially of more than five percent of any class of the Company’s voting securities, or security holder is a party
adverse to the Company or has a material interest adverse to the Company.





22









|ITEM
    13: | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE
|------------ | ----------------------------------------------------------------------------



TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS



Except
as otherwise disclosed herein, since the beginning of the last fiscal year the Company has not entered into any other transactions,
nor are there any currently proposed transactions, in which the Company was, or is, to be a participant and in which any related
person had or will have a direct or indirect material interest.



During
the past five years, none of the following occurred with respect to any founder, promoter or control person: (1) any bankruptcy
petition filed by or against any business of which such person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission
to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



|ITEM
    14: | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|------------ | --------------------------------------



Audit
Fees



The
aggregate fees of Paritz & Company, P.A. for professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2014, totaled $10,000.  The aggregate fees of Paritz & Company, P.A for
professional services rendered for the audit of the Company's annual financial statements for the year ended December 31, 2013,
totaled $10,000.



Audit-Related
Fees



The
aggregate fees billed by Paritz & Company, P.A. for audit related services for the years ended December 31, 2014 which are
not disclosed in “Audit Fees” above, were $0 and for December 31, 2013, which are not disclosed in “Audit Fees”
above, were $0.





23







Tax
Fees



The
aggregate fees billed by Paritz & Company, P.A for tax compliance for the year ended December 31, 2014, were $0. The aggregate
fees billed by Paritz & Company, P.A for tax compliance for the year ended December 31, 2013, were $0.



All
Other Fees



The
aggregate fees billed for services other than those described above, for the years ended December 31, 2014 and December 31, 2013,
were $0.



Audit
Committee Pre-Approval Policies



Our
Board of Directors reviewed the audit and non-audit services rendered by Paritz & Company,  P.A during the periods
set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit
and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such
services do not impair the auditors’ independence from us.



24









PART
IV



|ITEM
    15: |  | EXHIBITS
        AND FINANCIAL STATEMENT SCHEDULES
        
        Financial
        Statements
        
        Financial
        Statements for the years ended December 31, 2014 and 2013.
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit
    No. |  | Description
    of Exhibits                                                                                                                                                               
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                           
|Exhibit 31.1    |  | Certification of Chief Executive Officer
    and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|                |  |                                                                                                                                                                                           
|Exhibit 31.2    |  | Certification of the Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.
|                |  |                                                                                                                                                                                           
|Exhibit 32.1    |  | Certification of Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                            







25









SIGNATURES



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



| | DEPHASIUM CORP.
| | ---------------
| |                
| | By:            
| | Name:          
| | Title:         



Dated:
September 24, 2015



26