UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q

|(Mark one)
|----------
|          
|[x]       

For the Quarterly Period Ended May 31, 2015

OR

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

For the transition period from _________________to

|                               
|-------------------------------
|Commission File Number: 0-54236
|                               

JA ENERGY

(Exact name of registrant as specified in
its charter)

|Nevada                            |  | 27-3349143         
|--------------------------------- |  | -------------------
|(State or Other Jurisdiction      |  | (I.R.S. Employer   
|of Incorporation or Organization) |  | Identification No.)



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

(702) 544-1902(Registrant’s telephone number, including area code)



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



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [ ] No [ ] Not Applicable



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

|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 Act). YesoNo [X]



APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. Yes [ ] No [X]



APPLICABLE ONLY TO CORPORATE ISSUERS



Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.

As of July 20, 2015, the registrant’s outstanding common stock
consisted of 43,402,385 shares, $0.001 par value.













Table of Contents

JA Energy

Index to Form 10-Q

For the Quarterly Period Ended May 31, 2015



|PART I - FINANCIAL INFORMATION                                                                  | 3 
|----------------------------------------------------------------------------------------------- | --
|Item I. Financial Statements                                                                    | 3 
|Statements of Operations (unaudited)                                                            | 3 
|Balance Sheets (unaudited)                                                                      | 4 
|Statements of Cash Flows (unaudited)                                                            | 5 
|Notes to Financial Statements                                                                   | 6 
|Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations | 13
|Results of Operations                                                                           | 15
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                              | 17
|Item 4T. Controls and Procedures                                                                | 18
|PART II. OTHER INFORMATION                                                                      | 21
|Item 1 -- Legal Proceedings                                                                     | 21
|Item 1A - Risk Factors                                                                          | 21
|Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds                           | 21
|Item 3 -- Defaults Upon Senior Securities                                                       | 21
|Item 4 -- Submission of Matters to a Vote of Security Holders                                   | 21
|Item 5 -- Other Information                                                                     | 21
|Item 6 – Exhibits                                                                               | 22
|SIGNATURES                                                                                      | 22





















PART I - FINANCIAL INFORMATION



|JA Energy                                                                             
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|Statements of Operations                                                              
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|The accompanying notes are an integral part of these consolidated financial statements





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|JA Energy                                                                             
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|Balance Sheets                                                                        
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|The accompanying notes are an integral part of these consolidated financial statements



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|JA Energy                                                                               |                                                  
|--------------------------------------------------------------------------------------- | -------------------------------------------------
|Statements of Cash Flows                                                                |                                                  
|(Unaudited)                                                                             |                                                  
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|                                                                                        | OPERATING ACTIVITIES                             
|                                                                                        | Net income (loss)                                
|                                                                                        | Adjustments to reconcile net loss from operations
|                                                                                        | to net cash used by operating activities:        
|                                                                                        | Write-off of fixed assets                        
|                                                                                        | Write-off of intangible assets                   
|                                                                                        | spin-off, net (note 4)                           
|                                                                                        | Forgiveness of accounts payable                  
|                                                                                        | Depreciation expense                             
|                                                                                        | Changes in operating assets and liabilities:     
|                                                                                        | Deposits                                         
|                                                                                        | Bank over draft                                  
|                                                                                        | Accounts payable and accrued expense             
|                                                                                        | Net cash used by operating activities            
|                                                                                        |                                                  
|                                                                                        | INVESTING ACTIVITIES                             
|                                                                                        | Purchase and development of MDU                  
|                                                                                        | Net cash used by investing activities            
|                                                                                        |                                                  
|                                                                                        | FINANCING ACTIVITIES                             
|                                                                                        | Proceeds from notes payable                      
|                                                                                        | Proceeds from stockholder advances               
|                                                                                        | Proceeds from related party advances             
|                                                                                        | Payments on related party advances               
|                                                                                        | Repayment of other loans                         
|                                                                                        | Net cash provided by financing activities        
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|                                                                                        | NET CHANGE IN CASH                               
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|                                                                                        | CASH AND CASH EQUIVALENTS -                      
|                                                                                        | BEGINNING OF PERIOD                              
|                                                                                        | END OF PERIOD                                    
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|The accompanying notes are an integral part of these consolidated  financial statements



5











Notes to Financial Statements

(Unaudited)



NOTE 1 – ABOUT THE COMPANY



The Company was organized August 26,
2010 (Date of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot
Production Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin
off was listed on the Over the Counter Bulletin Board.

JA Energy was working to develop a suite
of products with a view of finding global energy solutions. Management believed non-oil-producing, agricultural-based countries
are spending large amounts of their gross domestic product to pay for fossil fuel to power their economies, and ethanol from sugar
beets or sugar cane to provide the electricity to replace diesel generation. With the base load power augmented by the photovoltaic
and CSP products, countries will be able to provide some of their energy needs from within and lessen their imports.

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

On October 15, 2014, JA Energy (the "Company") entered
into an Irrevocable Asset and Liability Exchange Agreement (the “Agreement”). The Agreement deals with the dividend
spin-off of JA Energy's wholly-owned subsidiary, Peak Energy Holdings (“Peak). At the JA Energy annual shareholder meeting,
held on September 30, 2014, the shareholders of the Company approved the transfer all of the assets and liabilities of the Parent
into a wholly-owned subsidiary. The subsidiary would have the same characteristics and number of authorized and issued shares as
the Parent, whereby all Preferred and Common shareholders in the Parent will receive a pro-rata stock dividend in the subsidiary
that is equal to the number of shares they owned in the Parent on a one-for-one (1:1) basis. The major shareholders of the Company,
entered into a separate agreement with regards to the dividend spin-off. They agreed to the following points upon the dividend
spin-off of the Peak from JA Energy:

·Mr. James Lusk (the largest debtor of JA Energy) agreed to the transfer as of March 31, 2014,
all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.



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



·Mr. James Lusk agreed to transfer all of the common stock ownership he owns and controls in
JA Energy to the major shareholders.



·Mr. James Lusk would provide a notarized signed letter addressed to the Company and auditor
that he agrees with this transfer as of March 31, 2014, all assets and liabilities from the Parent to the Subsidiary to the extent
legally assignable.



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



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







6













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



·Once the transfer of assets and liabilities was completed and the shares were exchanged, the
subsidiary would be divested from JA Energy and will operate independent as a separate entity of JA Energy with its own management;



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



·All Parties agreed toindemnify and hold harmless the other Parties from and against
any and all losses, damages, liabilities, resulting or arising from these transactions.

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

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

Certain notes and other information are condensed or omitted
from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should
be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2014 as filed with the
Securities and Exchange Commission on December 15, 2014.

In the opinion of the Company's management, the accompanying
unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary
to present fairly the Company's financial position at May 31, 2015 and its results of operations for the three and nine months
ended May 31, 2015 and 2014. The results of operations for such periods are not necessarily indicative of results to be expected
for the full fiscal year.



NOTE 2 - GOING CONCERN



These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception of $4,566,518.
The Company has not generated any revenues to date, and its ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans
to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further
development of the Company's products, to provide financing for marketing and promotion and for other working capital purposes.
While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.



These conditions raise substantial doubt about the Company's ability
to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.



7













NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES



The relevant accounting policies are listed below.



Basis of Accounting

The basis is United States generally accepted accounting principles.



Cash and Cash Equivalents

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



Use of Estimates

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



Advertising

Advertising costs are expensed when incurred. The Company has not
incurred any advertising expenses since inception.



Income Taxes

The provision for income taxes is the total of the current taxes
payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences
exist between the period in which transactions affect current taxable income and the period in which they enter into the determination
of net income in the financial statements.



Revenue recognition

The Company recognizes revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered;
the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.



Cost of product sold

The types of costs included in cost of product sold are raw materials,
packaging materials, manufacturing costs, plant administrative support and overheads, and freight and warehouse costs.



Year end

The Company's fiscal year-end is August 31.



Recent Accounting Pronouncements

The Company’s management has evaluated recently issued accounting
pronouncements through May 31, 2015 and concluded that they will not have a material effect on the financial statements as of May
31, 2015. However, for purpose of financial reporting the Company has elected early adoption of Accounting Standards Update No.
2014-10, issued June 10, 2014, which removes the definition of a development stage entity from ASC Topic 915 and all distinction
between development stage entities and other reporting entities under GAAP. This guidance goes into effect for annual and interim
periods beginning after December 15, 2014; however, we had the option of adopting the guidance early which we chose to do as of
August 30, 2014. As a result we no longer report financial results showing inception to date.



8













NOTE 4 – TRANSFER OF ASSETS AND LIABILITIES TO PEAK
ENERGY HOLDINGS



In accordance with the Agreement described in Note 1 to these financial
statements, during the three and nine months ended May 31, 2015 certain assets with a book value of $9,340, net of depreciation,
and liabilities totaling $628,210 were transferred to Peak Energy Holdings. This transfer resulted in other income of $618,870.
Additionally, the Company wishes to transfer an additional $68,090 of liabilities to Peak but such transfers are subject to the
approval of the debtors. We are unable to determine the amount of liabilities that may ultimately be transferred and as such continue
to carry such amounts as accounts payable and accrued liabilities.





NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT)



The Company is authorized to issue 70,000,000
shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.





On June 24, 2013, the Company issued 440,000
shares of common stock for compensation of $369,600



On June 24, 2013, the Company issued 87,682
shares of common stock for MDU cost of $70,145.



On June 28, 2013 the Company issued 36,000
shares of common stock for a MDU cost $28,800.



On July 1, 2013 the Company issued 540,000
shares of common stock for farming cost $432,000.



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



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





NOTE 6 - RELATED PARTY TRANSACTIONS



The Chief Executive Officer loaned to the Company
$79,000 net of repayments, during the quarter ended May 31, 2013. The terms of the loan are due upon demand with an annual interest
rate of 5%.



The Chief Executive Officer loaned to the Company
$100,450 net of repayments, during the quarter ended August 31, 2013. The terms of the loan are due upon demand with an annual
interest rate of 5%.



The Chief Executive Officer loaned to the Company
$82,000 net of repayments, during the quarter ended November 30, 2013. The terms of the loan are due upon demand with an annual
interest rate of 5%.



The Chief Executive Officer advance to the
Company $91,500 net of repayments, during the quarter ended February 28, 2014.



The Chief Executive Officer advance to the
Company $5,452 net of repayments, during the quarter ended May 31, 2014.



9













The Chief Executive Officer advance to the
Company $1,167 net of repayments, during the quarter ended August 31, 2014.



The Chief Executive Officer advance to the
Company $778 net of repayments, during the quarter ended February 28, 2015.



On October 15, 2014 a total amount of $617,475
owed to the former CEO including was transferred to Peak Energy Holding, in accordance with the agreement described in Note 1 to
these financial statements. Included in this amount were notes payable and accrued interest of 605,980, unpaid consulting fees
of $9,550 and advances of $1,945.





NOTE 7 - PROVISION FOR INCOME TAXES



The Company accounts for income taxes under
FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the liability method. ASC 740
provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities
at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.



As of May 31, 2015, the Company had net operating
loss carry forwards of $1,034,003 that may be available to reduce future years’ taxable income through 2034. Future tax benefits
which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined
not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these
tax loss carry-forwards. Net operation losses will begin to expire in 2030.



Components of net deferred tax assets, including a valuation allowance,
are as follows May 31, 2015 and 2014:

|                                 |  | 2015                  |  | 2014                 
|-------------------------------- |  | --------------------- |  | ---------------------
|Deferred tax assets:             |  |                       |  |                      
|Net operating loss carry forward |  | $  1,034,003          |  | $        1,576,739   
|                                 |  |                       |  |                      
|Total deferred tax assets        |  | 361,901               |  | 551,859              
|Less: valuation allowance        |  | (361,901)             |  | (551,859)            
|Net deferred tax assets          |  | $                   - |  | $                   -



The valuation allowance for deferred tax assets
as of May 31, 2015 was $361,901, as compared to $551,859 as of May 31, 2014. In assessing the recovery of the deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected
future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of May 31, 2015 and May 31, 2014.





10













The provision for income taxes differs from
the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources
and tax effects of the differences are as follows:



U.S federal statutory rate (35.0%)

Valuation reserve 35.0%

Total -%



At August 31, 2014, we had an unused net operating
loss carryover approximating $1,648,063 that is available to offset future taxable income which expires beginning 2030.





NOTE 8 - NOTES PAYABLE



On April 4, 2014, the Company issued a One-year
Promissory Note (“the Note”) in the amount of $50,000 to a stockholder. The Note bears interest at 12% percent per
annum with interest due each month. In the event that interest is not paid within three days from the time it is due the Note would
be considered in default and would be fully due and payable. Additional consideration for the Note included the Chief Executive
Officer of the Company giving the note holder his voting proxy for all of the shares he held with the exception of voting on a
tender offer or a sale of the Company’s assets. As of May 8, 2014, the Note was in default.



On May 5, 2014, the Company issued a second
One-Year Promissory Note (“Second Note) in the amount of $20,000 to the same stockholder noted above. The Second Note was
issued with the restriction that the funds be used specifically to pay the Company’s Patent Counsel for fee to finalize certain
patent filings and was secured by all patents, and patent applications held by the Company. The Second Note bears interest at 12%
percent per annum with interest due each month. In the event that interest in not paid within three days from the time it is due
the Second Note would be considered in default and would be fully due and payable.



On June 6, 2014, the Company received notices
that it was in default of the two Promissory Notes described above. Rather than default on the Notes the Company issued 1,000,000
shares of $0.001 par value Voting Preferred Stock in exchange for Notes Payable totaling $20,000 plus forgiveness of interest totaling
$1,900. Additionally, the Company agreed to designate with the State of Nevada Secretary of State that each share of preferred
carries the voting power of 50 common shares. Finally, the shareholder has agreed to cancel the shares upon full payment of the
$50,000 Note, without accrued interest and the sale of five units of the MDU.



NOTE 9 – LOANS PAYABLE



The Company has received $15,000 as a loan
from a non - related third party. The loan is unsecured, payable on demand and non-interest bearing. The loan was received on 03/01/2011
in the amount of $15,000. Effective March 19, 2013, the debt was exchanged for warrants to purchase up to 1,200,000 shares of common
$.001 par value stock at $1.00 per share after March 19, 2014 and before March 19, 2017. For Financial reporting, the exchange
is recorded as a capital contribution of $890,000, and warrants expense of $875,000; common stock is not issued until the warrants
are exercised, fully diluted earnings (loss) per share include those exercisable by warrant.







11















NOTE 10 – OTHER INCOME AND EXPENSE



As described in Note 4, during the nine months
ended May 31, 2015 an asset with a book value of $9,340, net of depreciation, and liabilities totaling $628,210 were transferred
to Peak Energy Holdings. This transfer resulted in other income of $618,870.



On October 27, 2014 the Company entered into
an agreement with two former employees, one of whom was a former director of the Company, whereby all parties agreed to release
and hold harmless from any liabilities that existed prior to the date of the agreement. The result of this agreement was the forgiveness
by the former employees of $38,186 in compensation owed to the employees.



NOTE 11 - RECENT ACCOUNTING PRONOUCEMENTS



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



































































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



Forward-Looking Information



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



Critical Accounting Policies



There have been no material changes to our
critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended August
31, 2014 filed with the Securities and Exchange Commission on December 15, 2014.



Corporate History



The Company was organized August 26, 2010 (Date
of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production
Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed
on the Over the Counter Bulletin Board. The Company is an operating entity engage in product development and development of intellectual
property.



Business Overview



JA Energy was working to develop a suite of products with a view
of finding global energy solutions. Management believed non-oil-producing, agricultural-based countries are spending large amounts
of their gross domestic product to pay for fossil fuel to power their economies, and ethanol from sugar beets or sugar cane to
provide the electricity to replace diesel generation. With the base load power augmented by the photovoltaic and CSP products,
countries will be able to provide some of their energy needs from within and lessen their imports.



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



13













On October 15, 2014, JA Energy (the "Company") entered
into an Irrevocable Asset and Liability Exchange Agreement (the “Agreement”). The Agreement deals with the dividend
spin-off of JA Energy's wholly-owned subsidiary, Peak Energy Holdings (“Peak). At the JA Energy annual shareholder meeting,
held on September 30, 2014, the shareholders of the Company approved the transfer all of the assets and liabilities of the Parent
into a wholly-owned subsidiary. The subsidiary would have the same characteristics and number of authorized and issued shares as
the Parent, whereby all Preferred and Common shareholders in the Parent will receive a pro-rata stock dividend in the subsidiary
that is equal to the number of shares they owned in the Parent on a one-for-one (1:1) basis. The major shareholders of the Company,
entered into a separate agreement with regards to the dividend spin-off. They agreed to the following points upon the dividend
spin-off of the Peak from JA Energy:



- Mr. James Lusk (the largest debtor of JA Energy) agreed to the
transfer as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.



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



- Mr. James Lusk agreed to transfer all of the common stock ownership
he owns and controls in JA Energy to the major shareholders.



- Mr. James Lusk would provide a notarized signed letter addressed
to the Company and auditor that he agrees with this transfer as of March 31, 2014, all assets and liabilities from the Parent to
the Subsidiary to the extent legally assignable.



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



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



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



- Once the transfer of assets and liabilities was completed and the
shares were exchanged, the subsidiary would be divested from JA Energy and will operate independent as a separate entity of JA
Energy with its own management;



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



- All Parties agreed toindemnify and hold harmless the other
Parties from and against any and all losses, damages, liabilities, resulting or arising from these transactions.



14













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



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





Results of Operations



During the three and nine months ended May
31, 2015, the Company had no operations other than occasional administrative and accounting functions. As such comparisons of the
results for the three and nine months ended May 31, 2015 and May 31, 2014 are not applicable.



Expenses



For the three and nine months ending May 31,
2015, the Company had total general and administrative expenses of $7,290 and $37,163, respectively consisting solely of rent expense
and professional fees. For the three months ended May 31, 2014, the company had general and administrative expenses of $64,458
consisting primarily of salaries, rent expense and professional fees. The company also had consulting fees expense of $5,500 for
the same period. For the nine months ended May 31, 2014, the company had general and administrative expenses of $248,200 consisting
primarily of salaries, rent expense and professional fees. The company also had consulting fees expense of $37,200 for the same
period.





Other Income and Expense



On October 15, 2014, as part of an Irrevocable Asset and
Liability Exchange Agreement (the “Agreement”)	Mr. James Lusk (the largest debtor of JA Energy and its former CEO)
agreed to transfer as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.
During the three months ended November 30, 2014 an asset with a book value of $9,340, net of depreciation, and liabilities totaling
$628,210 were transferred to Peak Energy Holdings. This transfer resulted in other income of $618,870 for the three months ended
November 30, 2014.

On October 27, 2014 the Company entered into
an agreement with two former employees, one of whom was a former director of the Company, whereby all parties agreed to release
and hold harmless from any liabilities that existed prior to the date of the agreement. The result of this agreement was the forgiveness
of this debt by the former employees of $38,186 in compensation owed to the employees which was recognized as other income during
the three months ended November 30, 2014.



For the nine months ended May 31, 2015 the
company recognized interest expense of $5,834 related to Notes Payable to the Company’s former CEO.





15













For both the three and nine months ended May
31, 2014 the Company had other expense of $2,475,278 and $2,488,762, respectively. For the three months ended May 31, 2014, other
expense was the result of $5,966 in interest expense, $2,250,000 of loss related to the write-off of intangible assets and $219,312
of loss on the abandonment of fixed assets. For the nine months ended May 31, 2014, other expense was the result of $19,450 in
interest expense, $2,250,000 of loss related to the write-off of intangible assets and $219,312 of loss on the abandonment of fixed
assets.



Net Income



As a result of the forgoing the Company had
a net loss for the three ended May 31, 2015 of $7,290 and net income of $614,060 for the nine month ended May 31, 2015. For the
three and nine months ended May 31, 2014 the Company had net losses of $2,545,236 and $2,774,162, respectively.



Going Concern



The financial statements included with this
quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets business. As of May 31, 2015, the Company has recognized $5,000 in revenues and has accumulated
operating losses of approximately $4,566,861 since inception. The Company's ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will
be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional
property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve
the above plans, there is no assurance that any such activity will generate funds that will be available for operations.



These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might arise
from this uncertainty.





Liquidity and Capital Resources



As a result of the transfer of assets and liabilities
to Peak Energy as described above the Company’s financial condition has improved as a result of $628,210 of liabilities being
transferred. Additionally, $38,186 of payables was forgiven as the result of an agreement. Partially offsetting this improvement
was the transfer of assets, net of depreciation, of $9,340. As of May 31, 2015 the Company has no cash or assets and has a negative
working capital balance of $158,861. This is an improvement over the negative working capital balance of $765,550 that existed
at August 31, 2014, the date of the end of the Company’s fiscal year end.





16













The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely
affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought through additional debt or equity private placements,
additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources
at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including
the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing
is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.
Currently, the Company has ceased most operations with the exception of certain aspects of its product development and protecting
its intellectual property.



Off-Balance Sheet Arrangements



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





Critical Accounting Policies and Estimates



Revenue Recognition: We recognize revenue from
product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists;
the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the
amount due is reasonable assured.



New Accounting Standards



Management has evaluated recently issued accounting
pronouncements through November 30, 2014 and concluded that they will not have a material effect on the financial statements as
of November 30, 2014. However, for purpose of financial reporting the Company has elected early adoption of Accounting Standards
Update No. 2014-10, issued June 10, 2014, which removes the definition of a development stage entity from ASC Topic 915 and all
distinction between development stage entities and other reporting entities under GAAP. As a result we no longer report financial
results showing inception to date.



Recent Pronouncements



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



Item 3. Quantitative and Qualitative Disclosures about Market
Risk.



Not required for smaller reporting companies.





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Item 4T. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



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



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



Management's Report on Internal Control
over Financial Reporting



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



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



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



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





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



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



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



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



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



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



Management Plan to Remediate Material Weaknesses



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



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



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





Changes in Internal Control over Financial
Reporting



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











20















PART II. OTHER INFORMATION



Item 1 -- Legal Proceedings



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



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





Item 1A - Risk Factors



See Risk Factors set forth in Part I, Item
1A of the Company's Annual Report on 10-K for the fiscal year ended August 31, 2013 and the discussion in Item 1, above, under
"Liquidity and Capital Resources."





Item 2 -- Unregistered Sales of Equity Securities and Use of
Proceeds



None.





Item 3 -- Defaults Upon Senior Securities



None.





Item 4 -- Submission of Matters to a Vote of Security Holders



None.





Item 5 -- Other Information



None.







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Item 6 -- Exhibits





|Exhibit Number |  | Ref |  | Description of Document                                                                                                                                                              
|-------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                              
|               |  |     |  |                                                                                                                                                                                      
|32.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.















SIGNATURES

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



Date: July 20, 2015

/s/ Barry Hall

Name: Barry Hall

Title: Chief Executive Officer and Chief

Financial Officer

(Principal Executive Officer and Principal Accounting
Officer)















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