UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

--------------------------------AMENDMENT NO. 1

to

FORM 10-Q--------------------------------

(Mark
One)

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

For The Quarterly Period
Ended September 30, 2017

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

For The Transition Period
from __________ to _________

Commission file number: 
000-29381

ACOLOGY, INC.
(Exact name of registrant as specified in its charter)

|Florida                                                            |  | 65-0207200                           
|------------------------------------------------------------------ |  | -------------------------------------
|(State or other jurisdiction of
    incorporation or organization) |  | (IRS Employer Identification
    No.)



|1620
    Commerce St., Corona, CA            |  | 92880     
|-------------------------------------------- |  | ----------
|(Address of principal
    executive offices) |  | (zip code)



(844) 226-5649
 (Registrant’s telephone number, including area code)

(Former Name, former
address and former fiscal year, if changed since last report)

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



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









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



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



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

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

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

APPLICABLE
ONLY TO CORPORATE ISSUERS:

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

As
of November 7, 2017, there were 5,249,511,090 shares of the Registrant’s Common Stock outstanding.







Explanatory Note: This amendment has been filed solely
to indicate that the Registrant has (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. The original report mistakenly indicated otherwise.









ACOLOGY,
INC.

For
the Quarterly Period Ended September 30, 2017

TABLE
OF CONTENTS



|PART I
    - FINANCIAL INFORMATION
|----------------------------------
|                                  
|                                  
|                                  
|                                  
|PART
    II - OTHER INFORMATION   
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  



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











PART
I - FINANCIAL INFORMATION

ITEM
1. FINANCIAL STATEMENTS



ACOLOGY,
INC.

CONSOLIDATED
BALANCE SHEETS

(Unaudited)





|                                                               |  | September 30, 2017 |            | December 31, 2016
|-------------------------------------------------------------- |  | ------------------ | ---------- | -----------------
|                                                               |  |                    |            |                  
|ASSETS                                                        
|                                                               |  |                    |            |                  
|CURRENT ASSETS:                                                |  |                    |            |                  
|                                                               |  |                    |            |                  
|Cash                                                           |  | $                  | 3,591      |                  
|Accounts Receivable                                            |  |                    | 75,770     |                  
|Inventories                                                    |  |                    | 228,851    |                  
|Note Receivable                                                |  |                    | 20,836     |                  
|Total Current Assets                                           |  |                    | 329,048    |                  
|                                                               |  |                    |            |                  
|Property & equipment, net of accumulated depreciation          |  |                    | 75,331     |                  
|Security Deposits                                              |  |                    | 7,489      |                  
|                                                               |  |                    |            |                  
|TOTAL ASSETS                                                   |  | $                  | 411,868    |                  
|                                                               |  |                    |            |                  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       |  |                    |            |                  
|                                                               |  |                    |            |                  
|CURRENT LIABILITIES:                                           |  |                    |            |                  
|                                                               |  |                    |            |                  
|Accounts payable                                               |  | $                  | 261,019    |                  
|Convertible notes payable, net of discount                     |  |                    | 105,006    |                  
|Notes Payable                                                  |  |                    | 375,000    |                  
|Loan Payable - stockholder                                     |  |                    | 122,994    |                  
|Accrued expenses                                               |  |                    | 100,554    |                  
|Derivative Liability                                           |  |                    | 24,619     |                  
|Capital Lease Payable                                          |  |                    | 45,148     |                  
|Total Current Liabilities                                      |  |                    | 1,034,340  |                  
|                                                               |  |                    |            |                  
|STOCKHOLDERS' DEFICIENCY                                       |  |                    |            |                  
|Preferred Stock, $.001 par value, 5,000,000 shares authorized  |  |                    |            |                  
|No shares issued and outstanding                               |  |                    | —          |                  
|Common Stock, $.001 par value, 6,000,000,000 shares authorized |  |                    |            |                  
|5,249,511,090 and  5,164,134,794 shares issued and outstanding |  |                    |            |                  
|at September 30, 2017, and December 31, 2016, respectively     |  |                    | 137,017    |                  
|Additional Paid in Capital                                     |  |                    | 1,399,509  |                  
|Accumulated Deficit                                            |  |                    | (2,158,998 | )                
|TOTAL STOCKHOLDERS' DEFICIENCY                                 |  |                    | (622,472   | )                
|                                                               |  |                    |            |                  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 |  | $                  | 411,868    |                  





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



3





ACOLOGY,
INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

(Unaudited)





|                                                            |  | Nine Months Ended September 30, |               | Three Months Ended September 30,
|----------------------------------------------------------- |  | ------------------------------- | ------------- | --------------------------------
|                                                            |  | 2017                            |               | 2016                            
|                                                            |  |                                 |               |                                 
|                                                            |  |                                 |               |                                 
|                                                            |  |                                 |               |                                 
|Sales                                                       |  | $                               | 1,585,220     |                                 
|                                                            |  |                                 |               |                                 
|Cost of Sales                                               |  |                                 | 494,497       |                                 
|                                                            |  |                                 |               |                                 
|Gross Profit                                                |  |                                 | 1,090,723     |                                 
|                                                            |  |                                 |               |                                 
|COSTS AND EXPENSES:                                         |  |                                 |               |                                 
|General and administrative                                  |  |                                 | 1,170,056     |                                 
|Advertising and marketing                                   |  |                                 | 42,971        |                                 
|Total Operating Expenses                                    |  |                                 | 1,213,027     |                                 
|                                                            |  |                                 |               |                                 
|Income (Loss) from operations                               |  |                                 | (122,304      | )                               
|                                                            |  |                                 |               |                                 
|Other Expenses (Income):                                    |  |                                 |               |                                 
|Interest expense                                            |  |                                 | 50,909        |                                 
|(Gain) Loss on extinguishment of debt                       |  |                                 | 245,391       |                                 
|Gain on change in fair value of derivative                  |  |                                 | (166,253      | )                               
|Loss on sale of equipment                                   |  |                                 | 11,000        |                                 
|Total Other Expenses (Income)                               |  |                                 | 141,047       |                                 
|                                                            |  |                                 |               |                                 
|Income (Loss) before income taxes                           |  |                                 | (263,351      | )                               
|                                                            |  |                                 |               |                                 
|Income tax provision                                        |  |                                 | —             |                                 
|                                                            |  |                                 |               |                                 
|NET INCOME (LOSS)                                           |  | $                               | (263,351      | )                               
|                                                            |  |                                 |               |                                 
|                                                            |  |                                 |               |                                 
|Income (Loss) per common share, basic and diluted           |  | $                               | (0.00         | )                               
|                                                            |  |                                 |               |                                 
|Weighted average common shares outstanding, basic & diluted |  |                                 | 5,191,085,302 |                                 











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

4







ACOLOGY,
INC.

STATEMENTS
OF CASH FLOWS

(Unaudited)





|                                                                                             |  | Nine
    Months Ended September 30,
|-------------------------------------------------------------------------------------------- |  | -----------------------------------
|                                                                                             |  | 2017                               
|                                                                                             |  |                                    
|OPERATING
    ACTIVITIES:                                                                    |  |                                    
|Net Loss                                                                                     |  | $                                  
|Adjustments to reconcile
    net loss to net cash provided by (used in) operating activities |  |                                    
|Depreciation
    expense                                                                     |  |                                    
|(Gain) Loss on
    extinguishment of debt                                                    |  |                                    
|Gain on change
    in fair value of derivative                                               |  |                                    
|Non cash interest
    expense                                                                |  |                                    
|Loss on sale
    of equipment                                                                |  |                                    
|Changes in operating
    assets and liabilities                                              |  |                                    
|Accounts
    Recievable                                                                      |  |                                    
|Inventories                                                                                  |  |                                    
|Accounts
    Payable                                                                         |  |                                    
|Advances
    to supplier                                                                     |  |                                    
|Accrued
    expenses                                                                         |  |                                    
|NET
    CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                      |  |                                    
|                                                                                             |  |                                    
|INVESTING
    ACTIVITIES:                                                                    |  |                                    
|Repayment
    of loan from non related party                                                 |  |                                    
|Proceeds
    from sale of equipment                                                          |  |                                    
|Acquisition
    of property and equipment                                                    |  |                                    
|NET
    CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES                                      |  |                                    
|                                                                                             |  |                                    
|FINANCING
    ACTIVITIES:                                                                    |  |                                    
|Proceeds
    from notes payable                                                              |  |                                    
|Repayment
    of notes payable                                                               |  |                                    
|Proceeds
    from related party loan                                                         |  |                                    
|Repayment
    of capital lease payable                                                       |  |                                    
|NET
    CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                      |  |                                    
|                                                                                             |  |                                    
|DECREASE
    IN CASH                                                                         |  |                                    
|                                                                                             |  |                                    
|CASH
    - BEGINNING OF PERIOD                                                               |  |                                    
|                                                                                             |  |                                    
|CASH
    - END OF PERIOD                                                                     |  | $                                  
|                                                                                             |  |                                    
|Supplemental disclosure
    of cash flow information:                                        |  |                                    
|Non-cash financing
    activities                                                            |  |                                    
|Conversion
    of debt  into common stock                                                    |  | $                                  
|Common
    stock issued in connection with conversion                                        |  | $                                  







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







5





ACOLOGY,
INC.

Notes
to Financial Statements

September
30, 2017

(Unaudited)



Note
1 – Business

Acology,
Inc. (the “Company”), through its wholly owned subsidiary, D&C Distributors LLC (“D&C”) is in
the business of designing, manufacturing, branding and selling proprietary plastic medical grade containers that can store pharmaceuticals,
herbs, teas and other solids or liquids, some of which can grind solids and shred herbs, and through D&C’s wholly owned
subsidiary, D&C Printing LLC (“Printing”), is in the business of private labeling and branding for purchasers
of containers and other products.

D&C
and Printing were formed under the laws of the State of California on January 29, 2013, and April 14, 2015, respectively.

Note
2 – Summary of Significant Accounting Policies

Basis
of Presentation and Principals of Consolidation

The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of
Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not
contain all information and footnotes required by accounting principles generally accepted in the United States of America
for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial
statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial
position of the Company as of September 30,2017, and the results of operations and cash flows for the periods presented. The
results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the operating
results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in
conjunction with the financial statements and related notes thereto included in the Company’s Form 10-K for the year
ended December 31, 2016, filed with the SEC on April 14, 2017.

The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances
and transactions have been eliminated.

Use
of Estimates

The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those
estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry,
and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates
that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least
quarterly based on these conditions and record adjustments when necessary.

Cash

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



6





Revenue
Recognition

The
Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition.We
record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer
is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant
returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided.



Inventories

Inventories,
which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in first-out,
and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated
costs to complete and dispose of the product.

If
the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the
period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments
are recorded in cost of sales in the Company’s statements of operations.

Fair
Value Measurements

The
Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures,which defines fair value as used
in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The
estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable
and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature
of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective
yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances
of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may
be used to measure fair value:

Level
1 – quoted prices in active markets for identical assets or liabilities

Level
2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level
3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The
derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is
the only financial liability measure at fair value on a recurring basis.

The
change in the Level 3 financial instrument is as follows:



|Balance,
    January 1, 2017                              |  | $ | 481,767  |   | 
|--------------------------------------------------------- |  | - | -------- | - | 
|·      
    Extinguished during the Period                |  | $ | (290,895 | ) | 
|·      
    Change in fair value recognized in operations |  | $ | (166,253 | ) | 
|Balance,
    September 30, 2017                           |  | $ | 24,619   |   | 





7





Property
and Equipment



Property
and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the
useful lives of the assets. For furniture and fixtures the useful life is 5 years, Leasehold Improvements are depreciated over
the 2-year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Convertible
Instruments

The
Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives
and Hedging Activities.

Applicable
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative
financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics
and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks
of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is
not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate
instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The
Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated
from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic
value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common
stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under
these arrangements are amortized over the term of the related debt to their stated date of redemption.

The
Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment
standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at
their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting
liabilities. During the nine months ended September 30, 2017, there were no conversions of convertible debt.

Advertising

Advertising
and marketing expenses are charged to operations as incurred.

Income
Taxes

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



8





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

Recent
accounting pronouncements

The
Company does not believe there are any recently issued, but not yet effective; accounting standards that would have a significant
impact on the Company’s financial position or results of operations.

Note
3 – Going Concern

The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. At September 30, 2017, the Company had a stockholders’
deficiency of $622,472 and a working capital deficit of $705,292. In addition, the Company has generated operating losses
since inception and has notes payable that are currently in default. These factors, among others, raise substantial doubt about
the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent
on the successful execution of its operating plan which includes increasing sales of existing products while introducing additional
products and services, controlling operation expenses, negotiating extensions of existing loans and raising either debt or equity
financing. There is no assurance that we will be able to increase sales or to obtain or extend financing on terms acceptable to
us or at all or successfully execute any of the other measures set forth in the previous sentence.

Note
4 – Note Receivable

On
August 11, 2015, the Company loaned $150,000 to an unrelated person who is one of the convertible noteholders referred to in Note
5. The note accrues interest at the highest lawful rate, but not more the 20% per annum, the Company is accruing interest at 10%
per annum based on California usury rates. The principal amount of this note was repaid on February 16, 2017, but accrued interest
of $20,836 remains unpaid at September 30, 2017.

Note
5 – Convertible Notes Payable

The
following is a description of convertible notes payable at September 30, 2017:

| |  | On
    August 20, 2015, the Companymade into a convertible promissory note in the principal amount of $400,000 in favor of a then-related
    party, which was reduced to $360,000 as the result of a prepayment. The note bears interest at 0.28% per annum. It originally
    matured on March 4, 2015, but its maturity was extended to September 14, 2016, as described below. The note is subject to
    acceleration in the event of certain events of default, contains certain restrictive covenants, and is secured by a pledge
    of all the membership units in D&C. The note provided that if an event of default were to occur, the unpaid principal
    amount and interest accrued thereon would be convertible into shares of the Company’s common stock at a conversion price
    per share equal to 50% of the average daily closing price for 3 consecutive trading days ending on the trading day  immediately
    prior to the conversion date. The note was in default when it was not paid on March 4, 2015. On August 20, 2015, the holder
    of the note assigned it to an unrelated third party and on September 14, 2015, the maturity of the note was extended to September
    14, 2016, the holder waived all events of default and any right to receive interest at the default rate, and the Company agreed
    that the holder could convert the principal and interest of the note into common stock, notwithstanding the cure of defaults.
    On September 14, 2016, the maturity of this note was extended to September 14, 2017. On August 28, 2015, the holder converted
    $50,000 of principal of the note into 428,571,429 shares of common stock and on March 10, 2016, the holder converted $60,000
    of principal of the note into 189,513,580 shares of common stock. On July 5, 2017, the Company satisfied the note in full
    for a payment of $100, resulting in a gain on extinguishment of $540,795, which included a removal of the associated derivative
    liability relating to the conversion feature of $290,895.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







| |  | The
    Company made a convertible promissory note, dated December 15, 2015, in favor of the unrelated party referred to above in
    the principal amount of $8,000. This note is convertible into shares of the Company’s common stock at a conversion price
    equal to the average of the daily closing price for a share of Common Stock for the 3 consecutive trading days ending on the
    trading day immediately prior to the day on which a notice of conversion is delivered. The note matured on December 27, 2016,
    and bears interest at the highest lawful rate, but not more than 20% per annum. The note is overdue and the Company is negotiating
    an extension of its maturity date.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The
    Company made two convertible promissory notes, one dated February 11, 2016, and the other dated April 25, 2016, in favor of
    the unrelated party referred to above, each in the principal amount of $7,500. Each note is due 1 year after the date on which
    it was made, bears simple interest at the rate of 20 percent per annum and is convertible into shares of Common Stock at a
    conversion price per share equal to 50% of the average daily closing price for 3 consecutive trading days ending on the trading
    day immediately prior to the conversion date. These notes are overdue and the Company is negotiating an extension of the maturity
    dates.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The
    Company has determined that the conversion feature embedded in the notes described above contain a potential
    variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a
    derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the
    derivative value over the face amount of the note is recorded immediately to interest expense at inception. The above notes
    are presented net of a discount of $493 at September 30, 2017, on the accompanying balance sheet. The Company used the
    Black-Scholes-Merton valuation model to value the conversion features using the expected life of each note, average
    volatility rate of approximately 174% and a discount rate of 0.52%
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| |  | A
series of promissory note conversion agreements that the Company entered into during 2014 with 10 unaffiliated persons in the
aggregate amount of $224,500. These notes are convertible into shares of the Company’s common stock at a conversion price
of $0.05 per share. The loans are non-interest bearing and have no stated maturity date. During the year ended December 31, 2016,
the Company entered into agreements with four of the individuals in which the Company agreed to pay to them an additional amount
equal to the current principal balance (which aggregated $32,000), which was recorded as interest expense. The notes were amended
such that the Company agreed to repay the new balance over 10 monthly equal installments. The Company repaid $25,900 during the
year ended December 31, 2016, and $0 during the nine months ended September 30, 2017. During the nine months ended September 30,
2017, the Company exchanged $148,100 of the above notes for 15,376,296 shares of common stock. The conversion were accounted for
as an extinguishment of debt resulting in a loss of $81,213. There was a balance of $72,500 relating to notes at September 30,
2017.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| |  | The
    Company has entered into a promissory note conversion agreement that with an unaffiliated person in the amount of $10,000.
    This note is convertible into shares of the Company’s common stock at a conversion price of $0.05 per share. The note
    bears interest at 15% per annum and matured April 3, 2015. The note is overdue and Company is negotiating an extension of
    the maturity date.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10





Note
6 – Notes Payable

During
2014, the Company  made a series of promissory notes in favor of four unaffiliated persons in the original aggregate amount
of $457,000. During the year ended December 31, 2016, the Company repaid one of these notes in the original principal amount
of $7,000. These notes bear interest at rates ranging from 10% to 15% (with a weighted-average rate of 11.7%).These
notes are  overdue and the Company is negotiating an extension of their respective maturity dates.

On
August 15, 2015, the Company made a promissory note in the amount of $150,000 in favor of an unrelated third party. The note
bears interest at 0.48% per annum provided that the note is paid on or before maturity date, or 2 percentage points over the
Wall Street Journal Prime Rate, if not repaid on or before the maturity date. This note matured on August 11, 2016. Upon an
event of default, as defined in the note, interest shall be compounded daily. The note is overdue and the Company is
negotiating an extension of the maturity date.

During
the nine months ended September 30, 2017, the Company exchanged $225,000 of principal and $73,027 of accrued interest of the above
notes for 70,000,000 shares of common stock. These exchanges were accounted for as an extinguishment of debt resulting in a loss
of $704,973. The Company had  $375,000 of notes payable outstanding at September 30, 2017.

During
the year ended December 31, 2016, the Company entered into a capitalized equipment lease. The capital lease is payable in 24 monthly
installments of $2,000, including interest at the rate of 19.87% per annum.

During
the nine months ended September 30, 2017, the Company entered into a second capitalized equipment lease. The capital lease is
payable in 24 monthly installments of $2,000, including interest at the rate of 19.87% per annum.

Note
7 – Loan Payable - Shareholder

The
Company has received advances from one of its stockholders, who is a related party, to help finance its operations. During the
nine months ended September 30, 2017, the Company received advances of $39,500 from this stockholder. These advances are non-interest
bearing and have no set maturity date. The balance at September 30, 2017, and December 31, 2016, was $122,994 and $83,494, respectively.
The Company expects to repay these loans when cash flows become available.

Note
8 – Concentrations

For
the three month period ended September 30, 2017, the Company’s largest customer accounted for approximately 19%
of sales and 18% of sales for the nine months ended September 30, 2017. For the three month period ended September 30, 2016,
the Company’s largest customer accounted for approximately 20% of sales and for approximately 14% of sales for the nine
months ended September 30, 2016.

For
the nine months ended September 30, 2017 and 2016, the Company purchased respectively approximately 39% and 83% of its products
from one distributor. For the three months ended September 30, 2017 and 2016, the Company purchased respectively approximately
42% and 72% of its products from one distributor.



11





Note
9 – Stockholders’ Equity

During
the nine months ended September 30, 2017, the Company issued 85,376,296 shares of common stock to certain noteholders, as described
in notes 5 and 6.

Note
10 – Commitments

The
Company is committed under an operating lease for its premises. The lease originally called for monthly payments of $6,300 plus
55% of operating expenses until May 31, 2015. The lease was amended to provide for monthly payments of $7,500 plus 100% of operating
expenses thereafter, until the lease was to have expired June 30, 2016. On June 1, 2016, the lease was amended to extend its term
until June 30, 2018, without changing its other terms.

Note
11 – Subsequent Events

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

12





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

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

Introduction

Acology
has no material assets other than all of the outstanding membership units of its two subsidiaries and has no plans to conduct
any business activities other than obtaining or guaranteeing financing for the businesses conducted by its subsidiaries or assisting
them in obtaining such financing.

Through
D&C Distributors LLC and D&C Printing LLC, we are in the business of selling and distributing patented containers that
can store, grind and shred pharmaceuticals, herbs, teas and other solids or liquids. We provide custom printing of labeling for
our products and products manufactured by others. We have commenced sales of humidity control inserts, hydroponic grow towers,
smell-proof bags and lighters and are actively developing markets for them. Our principal product is the Medtainer®. Sales
of our Medtainer® products accounted for 86% of our revenue in 2016, as compared with 92% in 2015, 70% of our sales in the
quarter ended September 30, 2017, as compared with 84% of our sales in the quarter ended September 30, 2016. The most significant
components of revenues from our other products and services were printing services, which comprised 5% of our revenue in 2016,
and humidity control inserts, which we introduced in 2016, comprised approximately about 5% of our revenue for that year. In the
quarter ended September 30, 2017, sales of printing services and humidity control inserts comprised 6% and 17% of our revenue
respectively; in the quarter ended September 30, 2016, sales of printing services and humidity control were a combined 10% of
our revenue.

We
market directly to businesses through our phone room to the retail public through internet sales and, and to wholesalers and other
businesses who resell our products to other businesses and end users.

Some
of our products can be utilized for marijuana-related purposes. In light of the facts that the possession and use of marijuana
have been legalized, subject to varying restrictions, in many states and that several other states are considering such legalization,
we believe that our products may be of interest to a large number of users of marijuana in and we advertise our products on our
website and elsewhere as suitable for that purpose. However, since we do not seek information from our customers who are end users
as to how they intend to utilize our products and have no similar knowledge respecting end users of products sold through our
distributor, we are unable to determine the extent of its use in connection with the storage and grinding of marijuana or any
other purpose.

Acology
was incorporated on September 9, 1997, in the State of Florida. Acology has two operating subsidiaries, D&C Distributors LLC,
which Acology acquired on March 28, 2014, and which commenced operations on January 29, 2013, and D&C Printing LLC, which
was formed and commenced operations on April 14, 2015.





13





RESULTS
OF OPERATIONSTHREE MONTHS ENDED SEPTEMBER 30, 2017COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2016

Sales:Our
sales for the three months ended September 30, 2017, were $495,185, from which we earned a gross profit of $339,412. Our sales
for the three months ended September 30, 2016, were $478,582, from which we earned a gross profit of $361,308.

Operating
Expenses:For the three months ended September 30, 2017, total operating expenses of $437,606 were incurred, including
$435,463 for general and administrative expenses, of which $30,412 was paid to each of Mr. Fairbrother and Mr. Heldoorn as officers’
compensation, and $2,143 for advertising and marketing. For the three months ended September 30, 2016, total operating expenses
of $361,211 were incurred, including $309,023 for general and administrative expenses, of which $33,583 and $30,000 were paid
to Mr. Fairbrother and Mr. Heldoorn, respectively, as officers’ compensation, and $52,188 for advertising and marketing.
The principal reasons for the increase in general and administrative expense of $120,640 in the later period was due to an increase
in printing expense, payroll and professional fees. Advertising and marketing decreased by $50,045 in the later period because
we cut our advertising due to our increase in organic growth.

Loss
from Operations.We earned a profit of $97 for the three months ended September 30, 2016,
but incurred a loss of $98,194 for the three months ended September 30, 2017, mainly due to the decrease in gross profit of
$21,896 and the increase of general and administrative expenses.

Other Expenses.During
the three months ended September 30, 2017, and 2016, we incurred interest expense of $17,029 and $61,462, respectively. Interest
expense was lower in the later period because the accounting treatment of the excess of the fair value of the embedded conversion
feature of the note over its principal amount, which excess is charged as interest upon inception, was a higher amount in 2016
than for the convertible debt issued in 2017, which contained an embedded conversion feature. We incurred a loss on extinguishment
of debt of $245,391 during the three months ended September 30, 2017. We also recorded a gain on change in fair value of derivative
during the three months ended September 30, 2017 of $1,738, versus $65,069 during the three months ended September 30, 2016, and
a loss on sale of equipment of $11,000.

Net
Income (Loss):For the reasons set forth above, we recorded a net loss of $369,876 for the three months ended September
30, 2017, as compared with a net income of $3,704 for the three months ended September 30, 2016.

NINE
MONTHS ENDED SEPTEMBER 30, 2017COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2016

Sales:Sales for the nine months ended September 30, 2017, were $1,585,220, from which we earned a gross profit of $1,090,723. Sales
for the nine months ended September 30, 2016, were $1,441,180, from which we earned a gross profit of $1,057,471.

Operating
Expenses:For the nine months ended September 30, 2017, total operating expenses of $1,213,027 were incurred, including
$1,170,056 for general and administrative expenses, of which $99,178 was paid to each of Mr. Fairbrother and Mr. Heldoorn as officers’
compensation, and $42,971 for advertising and marketing. For the nine months ended September 30, 2016, total operating expenses
of $1,125,474 were incurred, including $876,701 for general and administrative expenses, of which $107,882 and $90,000 were paid
to Mr. Fairbrother and Mr. Heldoorn, respectively, as officers’ compensation, and $248,773 for advertising and marketing.
The principal reasons for the increase in general and administrative expense of $274,549 in the later period was due to an increase
in printing, payroll and professional fees. Advertising and marketing decreased by $205,802 in the later period because we cut
our advertising due to our increase in organic growth.

Loss
from Operations.Loss from operations increased from $68,003 for the nine months ended September 30, 2016, to $122,304
for the nine months ended September 30, 2017, mainly due to the increase in operating expenses of $87,553.

14







Other Expenses.During
the nine months ended September 30, 2017, and 2016, we incurred interest expense of $50,909 and $224,696, respectively. Interest
expense was lower in the later period because the accounting treatment of the excess of the fair value of the embedded conversion
feature of the note over its principal amount, which excess is charged as interest upon inception, was higher in 2016 than in
2017, which contained an embedded conversion feature. We incurred a loss on extinguishment of debt of $245,391 during the nine
months ended September 30, 2017. In addition, we recorded a gain of $166,253 on change in fair value of derivative during the
nine months ended September 30, 2017, as the result of a change in the fair value of the embedded conversion feature of a note
over its principal amount versus $160,618 during the nine months ended September 30, 2016.

Net
Income (Loss):For the reasons set forth above, we recognized a net loss of $263,351 for the nine months ended
September 30, 2017, as compared with net loss of $115,539 for the nine months ended September 30, 2016.

LIQUIDITY
AND CAPITAL RESOURCES

Liquidity
and Capital Resources

As
of December 31, 2016, we had $24,452 in cash and accounts receivable of $67,034, and as of September 30, 2017, we had $3,591 in
cash and accounts receivable of $75,770. We commenced business in January 2013. Our sales grew over the course of 2013, averaging
11,500 units per month for 2013. During the year ended December 31, 2014, we sold approximately 180,000 units. During the year
ended December 31, 2015, we sold an approximately 314,000 units. During the year ended December 31, 2016, we sold approximately
419,000 units of our Medtainer® products and 160,000 units of our other products. We sold approximately 92,740 units of our
Medtainer® products and approximately 180,000 units of our other products during the three months ended September 30, 2017.
Revenues from printing services have grown from $37,000 in the year ended December 31, 2015, to $112,208 in the year ended December
31, 2016; such revenues were $46,273 during the three months ended September 30. 2017. Sales of humidity control inserts were
$84,625 during the three months ended September 30, 2017, compared with $21,151 in the three months ended September 30, 2016.

We
have a current inventory of approximately 158,000 containers, which we believe will be sold for approximately $742,600 and an
inventory of 246,400 units of our other products, which we believe will be sold for approximately $275,000.

In
July 2017, the Company exchanged $373,000 of its debt, plus accrued interest, for 85,376,296 shares of Common Stock and retired
a convertible promissory note, on which $250,000 was outstanding, thereby reducing its obligations for borrowed money to $465,000,
all of which is past due, thereby reducing its funding requirements. As a result, the Company believes that it will require approximately
$1,000,000 in additional funding for the next 12 months, including $465,000 to repay loans that are past due, assuming that the
Company’s operating loss remains at about the same level. The Company is seeking extensions of overdue loans, and to the
extent that it is successful, the amount of such funding will be reduced, but cannot give assurances as to the extent that it
will be successful. The Company plans to fund its activities, during the balance of 2017 and beyond through loans from banks and
other financial institutions and the sale of debt or equity securities to private investors. While the Company believes that the
reduction in debt makes it more attractive to lenders and investors, it can give no assurance that it will be successful in continuing
to do so or that such funding, if available, can be obtained on acceptable terms.

15







The
Company has devoted, and Management believes that the Company should continue to devote, manpower and capital to increasing
its sales to the extent that it is available and prudent. For this reason, it has increased its sales staff from two 2 in
2013 to 18 today. Management further believes that increased sales will ultimately exceed operating expenses. The Company
expects the reduction in indebtedness and the associated reduction in gain in fair value of derivative will improve its net
income, but this will be offset by a loss on extinguishment of debt associated with $373,000 of retired indebtedness.
However, as indicated in note 3 of the notes to Financial Statements, there are substantial doubts as to the ability of the
Company to continue as a going concern and Management recognizes that the Company can take measures to increase sales only
within the parameters set forth therein. Our ability to continue as a going concern is dependent on the successful execution
of our operating plan, which includes increasing sales of existing products while introducing additional products and
services, controlling operation expenses, negotiating extensions of existing loans and raising either debt or equity
financing. During 2016 and during the nine months ended September 30, 2017, we increased sales of our
Medtainer ®products, increased sales of printing services and introduced new products, resulting in
increased revenues.

The
Company’s revenues have grown every year since in commenced business. In 2013, our sales were $254,992; in 2014, they
were $460,756; in 2015, they were $1,441,441; and in 2016, they were $1,975,923. We recorded a net profit of $3,704 for the
three months ended September 30, 2016, and a net    loss of $369,876 for the three months ended September 30, 2017. We hope
that we can improve these results in the balance of 2017 and beyond, but cannot assure that we will be able to do
so.

We
can give no assurance that any of the funding described above will be available on acceptable terms, or available at all. If we
are unable to raise funds in sufficient amount, when required or on acceptable terms, we may have to significantly reduce, or
discontinue, our operations. To the extent that we raise additional funds by issuing equity securities or securities that are
convertible into Acology’s equity securities, its shareholders may experience significant dilution.

Off-Balance
Sheet Arrangements.

We
do not have any off-balance sheet arrangements.

16





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM
4. CONTROLS AND PROCEDURES

Evaluation
of Disclosure Controls and Procedures

Our
management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act as
of September 30, 2017. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that
these disclosure controls and procedures were not effective as of such date, at a reasonable level of assurance, in ensuring that
the information required to be disclosed by our company in the reports we file or submit under the Exchange Act is: (i) accumulated
and communicated to our management (including the Principal Executive Officer and Principal Financial Officer) in a timely manner,
and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Evaluation
of Internal Controls

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management,
including our  Principal Executive Officer and  Principal Financial Officer, we conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013)as of the end of the period covered
by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that
there was a material weakness in our disclosure controls and procedures as of the end of the period covered by this report
because the information required to be disclosed by us in reports filed under the Exchange Act was not being
(i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms
and (ii) accumulated and communicated to our Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding disclosure. We are a growing company and we currently lack documented procedures
included documentation related to testing of processes, data validation procedures from the systems into the general ledger,
testing of systems, validation of results, disclosure review, and other analytics. Furthermore, we lacked sufficient
personnel to properly segregate duties. A controls system cannot provide absolute assurance, however, that the objectives of
the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected.

Remediation
Plan

Management
has been actively engaged in developing a remediation plan to address the above mentioned material weakness. Implementation of
the remediation plan is in process and consists of establishing a formal review process As of September 30, 2017, management had
not yet completed these remediation efforts. Management believes the foregoing efforts will effectively remediate the material
weakness. As we continue to evaluate and work to improve our internal control over financial reporting, management may execute
additional measures to address potential control deficiencies or modify the remediation plan described above. Management will
continue to review and make necessary changes to the overall design of our internal control.

Changes
in Internal Control over Financial Reporting

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



17





PART
II - OTHER INFORMATION

ITEM
1. LEGAL PROCEEDINGS

We
are not a party to nor do we expect the institution of any litigation by or against us.

ITEM
1A. RISK FACTORS

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

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

In
 May 2017, the Company entered into agreements with 11 persons under which they exchanged $373,000 principal amount of
convertible and nonconvertible debt, plus accrued interest, for  85,376,296 shares of
the Company’s common stock. The Company believe that the sales of these shares by reason of the exchange was exempt
from registration under the Securities Act of 1933 because they were transactions by an issuer not involving a public
offering under Section 4(a)(2) thereof.

ITEM
3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM
4. (REMOVED AND RESERVED)



ITEM
5. OTHER INFORMATION

None.

ITEM
6. EXHIBITS



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



18





SIGNATURES

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



|                      |     |                                               | 
|--------------------- | --- | --------------------------------------------- | 
|                      | By: | /s/ Curtis Fairbrother                        | 
|Date: January 5, 2018 |     | Name: Curtis Fairbrother                     
|                      |     | Title: Principal Executive Officer, Principal
|                      |     | Accounting Officer                           



19