UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

--------------------------------FORM 10-Q/A

Amendment No. 1--------------------------------

(Mark One)

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

For The Quarterly Period
Ended March 31, 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.

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



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 BANKRUPTCYPROCEEDINGS 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 May 11, 2017, there were 5,164,134,794 shares of the Registrant’s Common Stock outstanding.









Explanatory
Note

This
Quarterly Report on Form 10-Q has been amended solely to add a disclosure entitled “Evaluation of Disclosure Controls
and Procedures” to Item 4 of Part I. This Quarterly Report otherwise is as originally filed.









ACOLOGY, INC.For The Quarterly Period Ended March 31, 2017

TABLE OF CONTENTS

|PART I - FINANCIAL INFORMATION |                                                                                           |  | 1  |   
|------------------------------ | ----------------------------------------------------------------------------------------- |  | -- | --
|                               |                                                                                           |  |    |   
|Item 1.                        | Financial Statements                                                                      |  |    | 1 
|                               |                                                                                           |  |    |   
|Item 2.                        | Management's Discussion and Analysis of Financial
    Condition and Results of Operations |  |    | 10
|                               |                                                                                           |  |    |   
|Item 3.                        | Quantitative and Qualitative Disclosures about
    Market Risk                            |  |    | 12
|                               |                                                                                           |  |    |   
|Item 4.                        | Controls and Procedures                                                                   |  |    | 12
|                               |                                                                                           |  |    |   
|PART II - OTHER INFORMATION    |                                                                                           |  |    |   
|                               |                                                                                           |  |    |   
|Item 1.                        | Legal Proceedings                                                                         |  |    | 14
|                               |                                                                                           |  |    |   
|Item 1A.                       | Risk Factors                                                                              |  |    | 14
|                               |                                                                                           |  |    |   
|Item 2.                        | Unregistered Sales Of Equity Securities And
    Use Of Proceeds.                          |  |    | 14
|                               |                                                                                           |  |    |   
|Item 4.                        | (Removed and Reserved).                                                                   |  |    | 14
|                               |                                                                                           |  |    |   
|Item 5.                        | Other Information                                                                         |  |    | 14
|                               |                                                                                           |  |    |   
|Item 6.                        | Exhibits                                                                                  |  |    | 14
|                               |                                                                                           |  |    |   
|SIGNATURES                     |                                                                                           |  | 15 |   



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.

CONSOLDIATED
BALANCE SHEETS

(Unaudited)







|                                                                                                 |  | March
                                         31,
                                                                                2017 |            | December
    31, 2016
|------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ---------------------
|                                                                                                 |  |                                                                                                                                         |            |                      
|ASSETS                                                                                          
|                                                                                                 |  |                                                                                                                                         |            |                      
|CURRENT
    ASSETS:                                                                              |  |                                                                                                                                         |            |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|Cash                                                                                             |  | $                                                                                                                                       | 113,724    |                      
|Accounts Receivable                                                                              |  |                                                                                                                                         | 96,132     |                      
|Inventories                                                                                      |  |                                                                                                                                         | 171,694    |                      
|Note Receivable                                                                                  |  |                                                                                                                                         | 20,836     |                      
|Advance
    to supplier                                                                          |  |                                                                                                                                         | —          |                      
|TOTAL
    CURRENT ASSETS                                                                         |  |                                                                                                                                         | 402,386    |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|Property and equipment,  net
    of accumulated depeciation of $64,919 and $59,319, respectively |  |                                                                                                                                         | 72,063     |                      
|Security
    deposits                                                                            |  |                                                                                                                                         | 7,489      |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|TOTAL
    ASSETS                                                                                 |  | $                                                                                                                                       | 481,938    |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|LIABILITIES
    AND STOCKHOLDERS' DEFICIT                                                        |  |                                                                                                                                         |            |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|CURRENT
    LIABILITIES:                                                                         |  |                                                                                                                                         |            |                      
|Accounts payable                                                                                 |  | $                                                                                                                                       | 267,372    |                      
|Convertible notes payable,
    net of debt discount of $493 and $3,205, respectively             |  |                                                                                                                                         | 503,106    |                      
|Notes payable                                                                                    |  |                                                                                                                                         | 600,000    |                      
|Loan payable - stockholder                                                                       |  |                                                                                                                                         | 83,494     |                      
|Accrued expenses                                                                                 |  |                                                                                                                                         | 144,140    |                      
|Derivative Liability                                                                             |  |                                                                                                                                         | 445,779    |                      
|Capital
    Lease Payable                                                                        |  |                                                                                                                                         | 21,604     |                      
|TOTAL
    CURRENT LIABILITIES                                                                    |  |                                                                                                                                         | 2,065,495  |                      
|                                                                                                 |  |                                                                                                                                         |            |                      
|STOCKHOLDERS'
    DEFICIT                                                                        |  |                                                                                                                                         |            |                      
|Common Stock, $0.00001 par value, 6,000,000,000
    shares authorized                            |  |                                                                                                                                         |            |                      
|5,164,134,794   shares
    issued and outstanding                                                |  |                                                                                                                                         |            |                      
|at March 31, 2017, and December
    31, 2016                                                     |  |                                                                                                                                         | 51,641     |                      
|Additional Paid in
    Capital                                                                   |  |                                                                                                                                         | 252,572    |                      
|Accumulated
    Deficit                                                                          |  |                                                                                                                                         | (1,887,770 | )                    
|TOTAL
    STOCKHOLDERS' DEFICIT                                                                  |  |                                                                                                                                         | (1,583,557 | )                    
|                                                                                                 |  |                                                                                                                                         |            |                      
|TOTAL
    LIABILITIES AND STOCKHOLDERS' DEFICIT                                                  |  | $                                                                                                                                       | 481,938    |                      







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



Table Of Contents1









ACOLOGY, INC.

CONSOLIDATED STATEMENTS
OF OPERATIONS

(Unaudited)





|                                                                  |  | Three
    months ended March 31,
|----------------------------------------------------------------- |  | --------------------------------
|                                                                  |  | 2017                            
|                                                                  |  |                                 
|                                                                  |  |                                 
|                                                                  |  |                                 
|Sales                                                             |  | $                               
|                                                                  |  |                                 
|Cost
    of Sales                                                 |  |                                 
|                                                                  |  |                                 
|Gross
    Profit                                                  |  |                                 
|                                                                  |  |                                 
|Operating
    expenses:                                           |  |                                 
|General
    and administrative                                    |  |                                 
|Advertising
    and marketing                                     |  |                                 
|Total
    operating expenses                                      |  |                                 
|                                                                  |  |                                 
|Loss
    from operations                                          |  |                                 
|                                                                  |  |                                 
|Other
    expenses(income):                                       |  |                                 
|Interest
    expense                                              |  |                                 
|Gain on
    extinguishment of debt                                |  |                                 
|Gain
    on change in fair value of derivative                    |  |                                 
|Total
    other expenses                                          |  |                                 
|                                                                  |  |                                 
|Income
    (Loss) before income taxes                             |  |                                 
|                                                                  |  |                                 
|Income
    tax provision                                          |  |                                 
|                                                                  |  |                                 
|Net
    Income (Loss)                                             |  | $                               
|                                                                  |  |                                 
|                                                                  |  |                                 
|Loss
    per common share, basic and diluted                      |  | $                               
|                                                                  |  |                                 
|Weighted
    average common shares outstanding, basic and diluted |  |                                 











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



Table Of Contents2







ACOLOGY, INC.

CONSOLIDATED STATEMENTS
OF CASH FLOWS

(Unaudited)







|                                                                     |  | Three
    months ended March 31,
|-------------------------------------------------------------------- |  | --------------------------------
|                                                                     |  | 2017                            
|                                                                     |  |                                 
|                                                                     |  |                                 
|OPERATING
    ACTIVITIES:                                            |  |                                 
|Net loss                                                             |  | $                               
|Adjustments to reconcile
    net loss to net                         |  |                                 
|cash provided
    by (used in) operating activities:                 |  |                                 
|Depreciation
    expense                                             |  |                                 
|Gain on extinguishment
    of debt                                   |  |                                 
|Gain on
    change in fair value of derivative                       |  |                                 
|Non cash
    interest expense                                        |  |                                 
|Changes in operating
    assets and liabilities                      |  |                                 
|Accounts
    receivable                                              |  |                                 
|Inventories                                                          |  |                                 
|Accounts
    payable                                                 |  |                                 
|Advance
    to supplier                                              |  |                                 
|Accrued
    expenses                                                 |  |                                 
|NET
    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES              |  |                                 
|                                                                     |  |                                 
|INVESTING
    ACTIVITIES:                                            |  |                                 
|Loan
    to non related party                                        |  |                                 
|Acqusition
    of property and equipment                             |  |                                 
|Payment
    of security deposits                                     |  |                                 
|NET
    CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES              |  |                                 
|                                                                     |  |                                 
|                                                                     |  |                                 
|                                                                     |  |                                 
|FINANCING
    ACTIVITIES:                                            |  |                                 
|Proceeds
    from notes payable                                      |  |                                 
|Proceeds
    of loan from stockholder                                |  |                                 
|Repayment
    of notes payable                                       |  |                                 
|                                                                     |  |                                 
|NET
    CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES              |  |                                 
|                                                                     |  |                                 
|INCREASE  IN
    CASH                                                |  |                                 
|                                                                     |  |                                 
|CASH
    - BEGINNING OF PERIOD                                       |  |                                 
|                                                                     |  |                                 
|CASH
    - END OF PERIOD                                             |  | $                               
|                                                                     |  | $                               
|                                                                     |  |                                 
|Supplemental
    disclosures of cash flow information:               |  |                                 
|Non-cash
    financing activities                                    |  |                                 
|Conversion
    of convertible debt with derivative into common stock |  | $                               
|Common
    stock issued in connection with conversion                |  | $                               





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



Table Of Contents3







ACOLOGY, INC.

Notes to Financial Statements

March 31, 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 10 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 March 31, 2017, and the results of operations and cash flows
for the periods presented. The results of operations for the three months ended March 31, 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 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.



Table Of Contents4





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.



Table Of Contents5





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

|Balance,
    January 1, 2017                              |  | $ | 481,767 |  
|--------------------------------------------------------- |  | - | ------- | -
|·      
    Converted during the Period                   |  |   | —       |  
|·      
    Change in fair value recognized in operations |  |   | (35,988 | )
|Balance, March 31,
    2017                               |  | $ | 445,779 |  



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 three
months ended March 31, 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.

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.



Table Of Contents6





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 March 31, 2017, the Company had a stockholders’ deficiency
of $1,583,557 and a working capital deficit of $1,663,109. 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
allor 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 6. 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 was repaid on February 16, 2017, but accrued interest of $20,836 remains unpaid.

Note 5 – Convertible Notes
Payable

The following is a description of convertible
notes payable at March 31, 2017:

| |  | On
    August 20, 2015, the Company made a convertible promissory note in the principal amount of $400,000 to 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. During the three months ended March 31, 2017, there were no conversions
    of this note. The principal balance of the note at December 31, 2016, was $250,000.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 Company is currently negotiating an extension
    of the maturity date.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Table Of Contents7







| | · | 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. The Company is currently 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 March 31, 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 396% 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 $10,000 during the three months ended
    March 31, 2017. There     was a balance of $220,600 for all 10  of these notes at March 31, 2017.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A
    promissory note conversion agreement that the Company entered into with an unaffiliated persons 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 Company is currently negotiating an extension of the maturity
    date.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Note 6 – Notes Payable

During 2014, the Company entered made
a series of promissory notes with 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%) and matured as follows:

| | April
                                         10, 2015 |  |  | $ | 300,000 | 
| | ------------------------------------------------------- |  |  | - | ------- | 
| | May
                                         19, 2015   |  |  |   | 150,000 | 



These notes are currently past due 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 to 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 Company is currently negotiating an extension of the maturity date.

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.

Note 7 – Loan Payable - Shareholder

During the year ended December 31, 2015,
the Company received advances from one of its stockholders, who is a related party, to help finance its operations. These advances
are non-interest bearing and have no set maturity date. The balance at March 31, 2017, and December 31, 2016, was $83,494. The
Company expects to repay these loans when cash flows become available.



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Note 8 – Concentrations

For the three months ended March 31,
2017, one of our customers accounted for approximately 15% of sales. During the three months ended March 31, 2016, none of our
customers accounted for more than 10% of sales.

For the three months ended March 31,
2017, the Company purchased approximately 49% of its products from one distributor, as compared with 95% for the three months
ended March 31, 2016.

For the three months ended March 31,
2017, two of our customers accounted for 54% and 11% of accounts receivable. For the three months ended March 31, 2016, four of
our customers accounted for 46%, 14%, 7%, and 3% of accounts receivable.

Note 9 – 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 10 – Subsequent Events

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

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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, 74% of our sales
in the quarter ended March 31, 2017, as compared with 89% of our sales in the quarter ended March 31, 2016. The most significant
components of revenues from our other products and services were printing services, which comprised 6% of our revenue in 2016,
as compared with 1% in 2015, and humidity control inserts, which we introduced in 2016, comprised approximately about 3% of our
revenue for that year. In the quarter ended March 31, 2017, sales of printing services and humidity control inserts comprised
5% and 13% of our revenue; in the quarter ended March 31, 2016, sales of printing services and humidity control were each less
than 5% 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.

RESULTS OF OPERATIONSTHREE MONTHS ENDED MARCH 31, 2017COMPARED TO THREE MONTHS ENDED MARCH 31, 2016

Three Months Ended March 31, 2017,
Compared with Three Months Ended March 31, 2016

Sales:Our sales for the three months ended March 31, 2017, were $544,830, from which we earned a gross profit of $390,930.
Our sales for the three months ended March 31, 2016, were $535,302, from which we earned a gross profit of $448,732. The principal
reason for the decrease in gross profit from the earlier to the later period was an increase in cost of sales increased from $86,570
in the earlier period to $153,900 in the later period because of the narrow gross margins on newly introduced products and an
increase in the price that we pay for Medtainers® to their manufacturer.



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Operating Expenses: For the three
months ended March 31, 2017, total operating expenses of $400,625 were incurred, including $369,523 for general and administrative
expenses, of which $33,901 and $33,901 were paid to Mr. Fairbrother and Mr. Heldoorn, respectively, as officers’ compensation,
and $31,102 for advertising and marketing. For the three months ended March 31, 2016, total operating expenses of $471,372 were
incurred, including $390,539 for general and administrative expenses, of which $35,582 and $30,000 were paid to Mr. Fairbrother
and Mr. Heldoorn, respectively, as officers’ compensation, and $80,833 for advertising and marketing. The principal reasons
for the decrease in general and administrative expense of $21,016 in the later period was due to a decrease in the use of independent
contractors, utility expense and other insurance expense decrease. Advertising and marketing decreased by $49,731 in the later
period because we have cut our advertising due to our increase in organic growth.

Loss from
Operations.Loss from operations decreased from $22,640 for the three months ended March 31, 2016, to $9,695 for the
three months ended March 31, 2017, because the decrease of $70,747 in total operating expenses in the later period exceeded the
decrease in gross profit of $58,193 in the later period.

Other Expenses.During
the three months ended March 31, 2017, and 2016, we incurred interest expense of $18,416 and $83,509, 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 amount of convertible debt issued in 2017, which contained an embedded conversion feature. We also incurred a gain on extinguishment
of debt of $16,542 during the three months ended March 31, 2016, as the result of the conversion of convertible debt with a bifurcated
conversion feature versus $16,542 during that quarter, but no such gain during the three months ended March 31, 2017. In addition,
we incurred $35,988 of gain on change in fair value of derivative during the three months ended March 31, 2017, as the result
of a change in the the fair value of the embedded conversion feature of a note over its principal amount, which excess is charged
as interest upon inception, versus $60,978 during the three months ended March 31, 2016.

Net Income
(Loss):For the reasons set forth above, we recorded net income of $7,877 for the three months ended March 31, 2017,
as compared with a net loss of $28,629 for the three months ended March 31, 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 March 31, 2017, we had $113,724 in cash and accounts receivable of $96,132.
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 98,000 units of our Medtainer® products and approximately 142,000
units of our other products in the first quarter of 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; revenues were $25,302 in the first quarter of 2017.
Sales of humidity control inserts were $67,999 in the first quarter of 2017, compared with $0 in the first quarter of 2016. During
the three months ended March 31, 2017, we   did not borrow and repaid $10,000.

We have a current inventory of approximately
156,000 containers, which we believe will be sold for approximately $702,000 and an inventory of 140,000 units of our other products,
which we believe will be sold for approximately $315,000.

The Company
believes that it will require approximately $1,000,000 in additional funding for the next 12 months, including $813,000 to repay
loans that are past due, assuming that the Company’s operating loss remains at the same level. The Company plans
to seek extensions of these loans, in which case 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. The Company
can give no assurance that it will be successful in so doing or that such funding, if available, can be obtained on acceptable
terms.



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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. 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, 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 reduced our net loss from $63,213 for the three months ended March 31, 2015, to $28,629 for
the three months ended March 31, 2016, and most significantly, we believe, for the three months ended March 31, 2017,
recorded net income, in the amount of $7,877. 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 currently do not have any off-balance
sheet arrangements.



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 March 31, 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 Chief Executive Officer
and Chief 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 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.



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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 March 31, 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 Securities Exchange Act of 1934, as amended)
during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

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 pursuant to Sarbanes-Oxley Section 302
|                   |  |                                                     
|32.1               |  | Certification pursuant to Sarbanes-Oxley Section 906





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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: November 24,
    2017 |     | Name: Curtis
    Fairbrother                                         | 
|                            |     | Title: Principal Executive Officer; Principal
    Accounting Officer | 



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