UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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





For the quarterly period ended March 31, 2014





[     ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from ______ to _______





COMMISSION FILE NUMBER 000-52766EMPIRICAL VENTURES, INC.(Exact name of registrant as specified in its charter)





Nevada

27-0143340(State of incorporation)

(I.R.S. Employer Identification No.)





40 Lake Bellevue Drive, Suite 100 Bellevue WA. ,98005(Address of principal executive offices)





425-256-3902(Registrant’s telephone number)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes [X]

No [   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).




Yes [   ]

No[   ] (Not Required)








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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes [X]

No [   ]




As of May 20, 2014, there were 9,586,662 shares of the Registrant’s $0.001 par value common stock issued and outstanding.





2


EMPIRICAL VENTURES, INC.


TABLE OF CONTENTS


PAGEPART I
FINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
4ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
5ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11ITEM 4.
CONTROLS AND PROCEDURES
11PART II
OTHER INFORMATIONITEM 1.
LEGAL PROCEEDINGS
12ITEM 1A.
RISK FACTORS
12ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
12ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
12ITEM 4.
MINE SAFEY DISCLOSURE – Not Applicable
12ITEM 5.
OTHER INFORMATION
12ITEM 6.
EXHIBITS
13SIGNATURES
14


Special Note Regarding Forward-Looking Statements





Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Empirical Ventures, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has 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.





*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Empirical refers to Empirical Ventures, Inc.


3


PART I - FINANCIAL INFORMATION





ITEM 1.                      FINANCIAL STATEMENTS (UNAUDITED)





IndexBalance Sheets
F-1Statements of Operations
F-2Statements of Cash Flows
F-3Notes to the Financial Statements
F-4 to F-9




4


EMPIRICALVENTURES, INC.


(A Development Stage Company)


BALANCE SHEETS





March 31,

2014


June 30,

2013(Unaudited)


AuditedASSETSCurrent AssetsCash

$
102,957


$
-Deposit - License


100,000



-Total Assets

$
202,957


$
-LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable and accrued expenses


23,087



23,087Salary Payable


120,000



-Related party loan payable


15,000



15,000Loans Payable


400,779



61,529Total Current Liabilities


558,866



99,616Stockholders' DeficitPreferred stock, $.001 par value 10,000,000 shares authorizedno shares issued and outstanding


-



-Common stock, $.001 par value 50,000,000 shares authorized9,586,662 shares issued and outstanding


9,587



9,587Additional paid-in capital


63,713



63,713Deficit accumulated during the development stage


(429,209
)


(172,916
)Total Stockholders' Deficit


(355,909
)


(99,616
)Total Liabilities and Stockholders' Deficit

$
202,957


$
-




See accompanying notes. F-1


EMPIRICALVENTURES,INC.


(A Development Stage Company)


STATEMENTS OF OPERATIONS


(unaudited)








For the PeriodFor the Three


For the Three


For the Nine


For the Nine


from April 14,Months Ended


Months Ended


Months Ended


Months Ended


2004 (inception)March 31,

2014


March 31,

2013


March 31,

2014


March 31,

2013


to March 31,

2014REVENUES

$
-


$
-


$
-


$
-


$
-OPERATING EXPENSESGeneral and administrative expenses


239,293



-



256,293



8



422,709Impairment of intangible asset


-



-



-



-



6,500Total operating expenses


239,293



-



256,293



8



429,209Net loss before provision for income taxes


(239,293
)


-



(256,293
)


(8
)


(429,209
)Provision for income taxes


-



-



-



-



-Net loss


(239,293
)


-



(256,293
)


(8
)


(429,209
)Weighted average common shares outstanding -Basic and diluted


9,586,662



9,586,662



9,586,662



9,586,662Net loss per share – basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)









F-2


EMPIRICALVENTURES,INC.


(A Development Stage Company)


STATEMENTS OF CASH FLOWS


(unaudited)




For the PeriodNine Months


NineMonths


from April 14,Ended


Ended


2004 (inception)March 31,


March 31,


to March 31,2014


2013


2014Cash Flows From Operating ActivitiesNet loss

$
(256,293
)

$
(8
)


(429,209
)Impairment of intangible asset


-



-



6,500Changes in current assets and current liabilities:Accounts payable and accrued expenses


120,000



-



153,087Technology purchase payable


-



-



-Net Cash Used In Operating Activities


(136,293
)


(8
)


(269,622
)Cash Flows From Investing ActivitiesPayment for license deposit


(100,000
)


-



(115,000
)Net Cash Used In Investing Activities


(100,000
)


-



(115,000
)Cash Flows From Financing Activities:Proceeds from Loans


339,250



-



390,779Proceeds from the issuance of common stock


-



-



96,800Net Cash Provided By Financing Activities


339,250



-



487,579Increase (Decrease) in Cash


102,957



(8
)


102,957Cash at Beginning of Period


-



8



-Cash at End of Period

$
102,957


$
-


$
102,957Supplemental Disclosure of Cash Flow Information:Cash paid for interest

$
-


$
-


$
-Cash paid for income taxes

$
-


$
-


$
-









F-3


EMPIRICALVENTURES, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


March 31, 2014


(Unaudited)





NOTE 1 - NATURE OF OPERATIONS





Empirical Ventures, Inc. (the “Company”) was incorporated in Nevada on April 14, 2004.  The Company is adevelopment stage company. The Company’s plan is to commercialize an enterprise and related software applications. The Company is in the early stages of the software application and infrastructure build out, and has not as yet engaged in revenue producing activities.  The Company will provide products and services to enable the travel and tourism industries to more effectively manage all travel and tourism related services. The Company’s objective was to complete development and pre-marketing activities and to actively market and support a commercial product and to earn revenues from the travel and tourism industries or other related organizations worldwide via the Internet from the Company’s website. The Darrwin software development has since been abandoned due to the obsolescence of the program. The company is currently seeking new business opportunities.





NOTE 2 – GOING CONCERN





These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of March 31, 2014 the Company had $102,957 in cash, and accumulated net losses of $429,209 since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and to obtain additional financing or refinancing as may be required. The Company will attempt to locate and negotiate with a business entity for the combination of a target company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.





Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.  Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues.





NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Development Stage Company





All of our operating results and cash flows reported in the accompanying financial statements from April 14, 2004 through March 31, 2014are considered to be those related to development stage activities and represent the 'cumulative from inception' amounts from our development stage activities required to be reported pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 915, Development Stage Entities.





Basis of Presentation




These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is a development stage company.


F-4


EMPIRICAL VENTURES, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


March 31, 2014


(Unaudited)








The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended June 30, 2013 included in our Annual Report on Form 10-K.. The results of the three and nine month periods ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending June 30, 2014.





Reclassifications





Certain prior year amounts have been reclassified to conform to the current period presentation.  These reclassifications had no impact on net earnings, financial position or cash flows.





Use of Estimates





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





Start-up Expenses





The Company has adopted an accounting policy which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on April 14, 2004 to March 31, 2014.





Cash and Cash Equivalents





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





Loss per Share





The Company computed basic and diluted loss per share amounts using generally accepted accounting principles  There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.


F-5
 EMPIRICAL VENTURES, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


March 31, 2014


(Unaudited)








Fair Value of Financial Instruments





Fair Value of Financial Instruments -On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:





Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.





The Company’s adoption of fair value measurements and disclosures did not have a material impact on the financial statements and financial statement disclosures.





Income Taxes


The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.


Recent Accounting Pronouncements





Adopted


In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.


The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after March 15, 2013. The adoption of ASU No. 2013-04 did not have material impact on our financial statements.





In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after March 15, 2013, and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have material impact on our financial statements.


F-6


EMPIRICAL VENTURES, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


March 31, 2014


(Unaudited)




NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Not Adopted





In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after March 15, 2013.


The adoption of ASU No. 2013-07 did not have material impacts on our financial statements.





In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after March 15, 2013, and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have material impacts on our financial statements.





Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.





NOTE 4 – STOCKHOLDERS’ DEFICIT





On May 7, 2004, the Company issued 5,000,000 of its common shares to its founder for cash of $5,000.





On June 30, 2004, the Company issued 3,820,000 of its common shares for cash of $57,300.





On June 30, 2004, the Company issued 100,000 of its common stock in conjunction with a Technology Purchase Agreement.  Per the agreement, these shares were issued at $.015.  In accordance with an amendment to the original agreement, these shares were subsequently cancelled during the year ended June 30, 2005.





On July 23, 2004, the Company issued 766,662 of its common shares for cash of $11,000.





On March 30, 2008, a total of 500,000 common shares were subscribed for by one individual at $0.05 per share the net proceeds received by the company were $25,000.





During May 2010, the subscriber of the 500,000 shares at $0.05 revoked his subscription agreement converting the subscription agreement of $25,000 to a loan.





On November 6, 2009 an unrelated third party agreed to convert $10,000 of debt owed to him by the Company in exchange for 1,000,000 Common restricted shares at $0.01 per share. These shares were never issued and the amount of $10,000 was credited back as part of the original loan.





Common stockholders are entitled to 1 vote per common share held. There are no special rights or privileges afforded to common share holders.


F-7
 EMPIRICAL VENTURES, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


March 31, 2014


(Unaudited)





NOTE 5–RECLASSIFICATION





On March 30, 2008, a total of 500,000 common shares were subscribed for by one individual at $0.05 per share. The net proceeds received by the Company was $25,000.





During May 2010, the subscriber of the 500,000 shares at $0.05 revoked his subscription agreement reclassifying the subscription agreement of $25,000 to a loan. The loan is non-interest bearing and has no fixed term of repayment.





On October 16, 2007, the Company received $36,000 cash from an unrelated third party loan to continue its operations. The loan is non-interest bearing and has no fixed term of repayment.





On November 28, 2008, the Company received $79 cash from an unrelated third party loan to continue its operations. The loan is non-interest bearing and have no fixed term of repayment.





On June 4, 2009, the Company received $450 cash from an unrelated third party loan to continue its operations. The loan is non-interest bearing and has no fixed term of repayment.





As of June 30, 2010, the amount of $36,529 has been reclassified from a related party loan to unrelated party loan.





NOTE 6 – RELATED PARTY LOANS




On February 25, 2010, the Company received $5,000 cash from a related third party to continue its operations. The loan is non-interest bearing and has no fixed term of repayment.





On July 15, 2010, the Company received $10,000 cash from a related third party to continue its operations.  The loan is non-interest bearing and has no fixed term of repayment.





NOTE 7 – LOANS





On October 16, 2007, the Company received $36,000 cash from an unrelated third party loan to continue its operations. The loan is noninterest bearing and has no fixed term of repayment.





On November 28, 2008, the Company received $79 cash from an unrelated third party loan to continue its operations. The loan is non-interest bearing and has no fixed term of repayment.





On June 4, 2009, the Company received $450 cash from an unrelated third party loan to continue its operations. The loan is non-interest bearing and has no fixed term of repayment.





On December 20, 2013 December 23, 2013, the Company received $281,750 and $52,500 respectively for a total of $334,250 cash from unrelated third party loans to continue its operations. The loansare non-interest bearing and have no fixed term of repayment until such time as the current offering is closed and shares are issued to the subscribers.  There is no set date for the closing of the offering.





On January 9, 2014, the Company received $5,000 cash from an unrelated third party loan to continue its operations. The loan is non-interest bearing and have no fixed term of repayment until such time as the current offering is closed and shares are issued to the subscribers.  There is no set date for the closing of the offering.


F-8
 EMPIRICAL VENTURES, INC.


(A Development Stage Company)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2014
 (Unaudited)





NOTE 8 - LICENSE AGREEMENT





On February 11, 2014, the Company entered into a exclusive license agreement with PsiTech Corporation and on March 27, 2014 the agreement was amended, for the use of Psitech's proprietary Mobile Marketing Platform  called Go-Page, in North America.  In consideration of the licenses granted and other undertakings by Licensor hereunder, Licensee shall pay Licensor a License Fee in the amount of two hundred thousand dollars ($200,000) (“License Fee”).  The License Fee shall be due and payable as follows: $50,000 upon signing the Memorandum of Understanding (“MOU”) between the Parties (provided, however, that Licensor hereby acknowledges receipt of this portion of the License Fee);$50,000 upon signing of this Agreement; and $100,000 upon on or before September 28, 2014. As of May 20, 2014, the Company has paid $100,000.





The License Fees are non-cancellable and non-refundable. In addition to the License Fee payable in accordance with, Licensee shall pay a royalty (“Royalty”) to Licensor according to the following schedule (“Royalty Schedule”):





Subscribers
Royalty Payable as Percentage of Gross Revenue0 – 5000
6.25%5001 – 7500
6.75%7501 – 10,000
7.00%10,001 – 15,000
8.00%15,001 – 20,000
8.50%20,001 – 25,000
9.25%25,001+
9.75%


Reports and Payment


Not later than the fifteenth (15th) calendar day of each calendar quarter (or the first business day thereafter), Licensee shall deliver to Licensor (i) a report accurately showing Gross Revenues of the Licensee for the previous quarter, the number of Subscribers on the last day of such previous quarter and the amount of Royalties due thereon, and (ii) payment of the Royalties payable for such previous quarterly based on the Subscriber information as reflected in the report.  All payments under this Agreement shall be made in US dollars.





NOTE 9- SUBSEQUENT EVENTS





On April 29, 2014, we entered into an addendum to the Amended License Agreement to clarify certain items of interest as it pertains to the Amended License Agreement entered into by PsiTech Corporation and Empirical Ventures , Inc., which is filed as Exhibit 10.4 hereto and is incorporated herein by this reference.





The License Agreement contains customary representations and warranties and pre and post-closing covenants of each party and customary closing condition. Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability. The foregoing summary description of the terms of the License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the License Agreement, this reference is made to such agreement, which is filed as Exhibit 10.4 on Form 8-K/A filed on April 30, 2014  and is incorporated herein by this reference.





Change of control





On May 2, 2014 the Registrant issued 1,000,000 shares of Class A Preferred Stock to Peter Schulh, the Registrant's President and Secretary, Treasurer and 1,000,000 shares of Class A Preferred to Stewart Irvine the Registrant's Chief Operating Officer. These Class A Preferred Shares were issued in conjunction with and pursuant to employment agreements executed by both individuals and the Registrant on December 1, 2013.





The aforementioned Class A Preferred Shares carry certain rights and privileges, including, voting privileges of 100 votes for every share held. The Class A Preferred is also non redeemable, non callable, non transferable, has no entitlement to dividends, or share of assets of the registrant in the event of a liquidation of the Registrants Assets.





The foregoing summary description of the terms, rights and privileges of the Class A Preferred Shares may not contain all information that is of interest to the reader. For further information regarding the terms, conditions, rights and privileges of the Class A Preferred Stock, this reference is made to such rights and privileges, which is filed as Exhibit 3.1 on form 8-K/A filed on May 5, 2014  and hereto and is incorporated herein by this reference.





In addition, the reference made to employment agreements executed on December 1, 2013 was previously filed on Form 8-K on April 10, 2014 as Exhibits 10.2 and 10.3 and is incorporated herein by this reference.




F-9
 ITEM2.                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





FORWARD-LOOKING STATEMENTS





This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.





We are a development stage company. Originally our plan was to commercialize a travel and tourism management program and related software applications.  We have since ceased development stages for our software application and infrastructure build out due to the obsolescence and being cost prohibitive of the initial software application and have not as yet engaged in revenue producing activities.  We are currently seeking new business opportunities and have earned no revenues to date.




Corporate Background




Empirical Ventures, Inc. is a corporation formed under the laws of the State of Nevada on April 14, 2004, whose principal executive offices are located in Bellevue Washington.  Originally, our principal business was the further development, and future production, marketing and sales via the Internet of a software product called Darrwin. We are currently seeking new business opportunities and have earned no revenues to date.





Recent Corporate Developments





On November 28, 2013 we entered into a Memorandum of Understanding with Pstech Corporation to obtain an exclusive license for the use of Psitech's proprietary Mobile Marketing Platform called Go-Page, in North America.





On February 11, 2014, we entered into an exclusive license agreement with PsiTech Corporation and was amended on March 27th, 2014, for the use of Psitech's proprietary Mobile Marketing Platform called Go-Page, in North America (the “License Agreement”).  In consideration of the licenses granted and other undertakings by Licensor hereunder, Licensee shall pay Licensor a License Fee in the amount of two hundred thousand dollars (US$200,000) (“License Fee”).  The License Fee shall be due and payable as follows:




Subscribers
Royalty Payable as Percentage of Gross Revenue0 – 5000
6.25%5001 – 7500
6.75%7501 – 10,000
7.00%10,001 – 15,000
8.00%15,001 – 20,000
8.50%20,001 – 25,000
9.25%25,001+
9.75%




$50,000 upon signing the Memorandum of Understanding (“MOU”) between the Parties (provided, however, that Licensor hereby acknowledges receipt of this portion of the License Fee);$50,000 upon signing of the  License Agreement; and  $100,000 on or before September 28, 2014. To date, we have paid $100,000 of these obligations.





5


The License Fees are non-cancellable and non-refundable. In addition to the License Fee payable in accordance with, Licensee shall pay a royalty (“Royalty”) to Licensor according to the following schedule (“Royalty Schedule”):




Reports and Payment





Not later than the fifteenth (15th) calendar day of each calendar quarter (or the first business day thereafter), Licensee shall deliver to Licensor (i) a report accurately showing Gross Revenues of the Licensee for the previous quarter, the number of Subscribers on the last day of such previous quarter and the amount of Royalties due thereon, and (ii) payment of the Royalties payable for such previous quarterly based on the Subscriber information as reflected in the report.  All payments under this Agreement shall be made in US dollars.





The License Agreement contains customary representations and warranties and pre and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability. The foregoing summary description of the terms of the License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the License Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.





Corporate Developments Subsequent to March 31, 2014





On April 29, 2014, we entered into an addendum to the Amended License Agreement to clarify certain items of  interest as it pertains to the Amended License Agreement entered into by PsiTechCorporaration and Empirical Ventures , Inc., which is filed as Exhibit 10.4 hereto and is incorporated herein by this reference.





The License Agreement contains customary representations and warranties and pre and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability. The foregoing summary description of the terms of the License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the License Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.





On May 2, 2014 the Registrant issued 1,000,000 shares of Class A Preferred Stock to Peter Schulhof the Registrant's President and Secretary, Treasurer and 1,000,000 shares of Class A Preferred to Stewart Irvine the Registrant's Chief Operating Officer. These Class A Preferred Shares were issued in conjunction with and pursuant to employment agreements executed by both individuals and the Registrant on December 1, 2013.





The aforementioned Class A Preferred Shares carry certain rights and privileges, including, voting privileges of 100 votes for every share held. The Class A Preferred is also non redeemable, non callable, non transferable, has no entitlement to dividends, or share of assets of the registrant in the event of a liquidation of the Registrants Assets.





The foregoing summary description of the terms, rights and privileges of the Class A Preferred Shares may not contain all information that is of interest to the reader. For further information regarding the terms, conditions, rights and privileges of the Class A Preferred Stock, this reference is made to such rights and privileges, which is filed as Exhibit 3.1 on From 8-K/A filed on May 8, 2014 on and hereto and is incorporated herein by this reference.





In addition, the reference made to employment agreements executed on December 1, 2013 was previously filed on Form 8-K on April 10, 2014 as Exhibits 10.2 and 10.3 and is incorporated herein by this reference.




About Go-Page




The following information has been provided by PsiTech Corporation (“PsiTech”).  PsiTech management has extensive experience in developing in cloud computing technologies, and has gained a deep understanding working with a wide range of enterprises and small businesses to understand the technological marketing needs and challenges they face. PsiTech found that that the average small business owner values and budgets for advertising and promotions through direct mail, media, yellow page listings and that most had a personal social listing but not any kind of online business presence because they do not have either the time or the technical skills to build and manage a website.





Go-Page is a mobile device friendly page that displays specifically for small screens. Owners of the website administer their go-page on gopage.com (which website is expressly not incorporated by reference to this filing) to their liking, where they can offer daily deals coupons and incentives.





6


Go-Page provides business analytics to track and offer statistical and retail data so that the website owner doesn't have to. It is an enhancement offering to their customers, analogous to a Facebook or Twitter link. Facebook feeds them social status, Go-Page will feed them relevant locale-data.





It appears that today’s consumers are becoming more present-centered, they are very interested in immediate gratification, and are focused on what is going to benefit them right now.





Mobile applications  require a completely different approach, as it is a completely new format of spatially and contextually driven communications – a new marketing language, serving relevant, congruent information to consumers based on where they are and what they’re doing.








Consumers are looking for specific information or are making quick-decision purchases.


Mobile sites and landing pages must provide simple and direct-response functionality — such as click-to-call features and only the most relevant information





Effective mobile optimization of websites and “responsive” design, is more than shrinking a webpage down to the size of a smartphone screen. Consumers have an intimate and personal relationship with their devices. People are on the go, the structure of information needs to be entirely different with new properties for maximum user experience. Contextual relevance: The communication should be relevant to the place and the intended user response has to be appropriate given what the individual is likely doing in that place.





Communications should be simple, elegant and navigable at a glance. The communication should promote immediate consumer action. The goal is to reduce consumer friction to have the consumer do something of value to them right now, up to and including making a purchase...now.





Many of PsiTech's clients have inquired about PsiTech  building a website for them so they could take advantage of online marketing programs like the daily deal offered by companies like Groupon. They were in need of a website but the process discouraged them; they informed PsiTech that they found that building a website through an online companies  was often too complicated, expensive and confusing.





PsiTech has also discovered that the clients that did have websites were frustrated with their sites being outdated, no contact info, no social links, no special deal promotion capability, and  no understanding of mobile optimization. We recognized the need in the market and set out to create a “hub” webpage that had all their essential information in one page for SMB’s to connect with customers and promote their business online. As online purchases and mobile purchases via tablets and smart-phones increase, SMB survival depends on being visible and found.





Empirical management believes that Go-Page is a new way to create a dynamic online web-presence to promote and increase sales for your business. Go-Page is all about making webpage building a simple and enjoyable experience, accessible for everyone. Users don’t need to deal with HTML coding or any of the technical aspects of hooking up the site to a domain and hosting. Go-Page is an affordable, easy-to-use, accessible and secure cloud-based web portal that provides SMBs (Server Message Block) with the power to develop and maintain professionally designed webpages or “Go-Pages”. Go-Pages are search engine optimized (SEO) – visibility; and formatted for computers, smartphones and tablets – mobility. Server Message Blockoperates as anapplication-layer network protocolmainly used for providingshared accesstofiles,printers,serial ports, and miscellaneous communications between nodes on a network. It also provides an authenticatedinter-process communicationmechanism.





The Business Opportunity





How people find, gather and sort information has radically evolved in the last few years and is constantly changing. Almost all consumers now use online media when researching products or services in their local area.





The numbers of media sources consumers are using when shopping for products and services in their local area continue to grow. Yet, despite changes in consumer behavior only half of all small businesses have their own website and less than a quarter of those who do have social media links.  Why?





7


Management believes that there are two primary reasons for the current state.  First is cost, measured in time and money; many small businesses simply cannot afford the high costs associated with the development and maintenance of their website.  Secondly, many small and medium businesses do not have the internal skill set or aptitude to build and update a basic webpage.  In order to grow, small and medium enterprise has a critical need to market their offerings to existing to current and prospective customers in a cost effective, efficient manner.





Traditional print advertising is costly and not as effective as it once was. A strong online presence is a must in today’s highly competitive online marketplace. Without a visible, accessible webpage, small business risks losing customers to big business and more business savvy competitors.




Intellectual Property





To date, we have not been granted any patents, trademarks, franchises, concessions or labor contracts at this time, however, we are preparing applications for trademarks in Canada and the United States and in the future other jurisdictions, and have no assurance of our ability to continue to use such names in association with the sale of our products and services.





In the future we will enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and control access to software, documentation and other proprietary information and intend to apply for other protections in the form of patents and copyrights if applicable. Failure to provide adequate protection our proprietary rights could expose us to infringement of our rights by other parties and could offer similar services, significantly harming our competitive position and decreasing our revenues.





Government Regulation





We currently do not require approval of any government to offer our products and services. We do not expect that there will be any governmental regulations on our business. We will voluntarily refuse to accept orders from the following countries: Afghanistan, Angola, Cuba, Democratic People's Republic of Korea [North Korea], Eritrea, Federal Republic of Yugoslavia [Serbia and Montenegro], Iran, Iraq, Liberia, Libya, Myanmar [Burma], Rwanda, Sierra Leone, Syria, and Sudan. We expect no costs or effects of compliance of federal, state and local environmental laws on our business.





We anticipate that we will incur over the next twelve months the following expenses:





Type

Amount


PercentSalaries


119,030



4
%Professional services (Agent Commissions)


434,410



16
%(IT development)


85,572



3
%Hardware and equipment


29,200



1
%Professional services (Public company expenses)


80,000



3
%(lawyers and accountants)


35,850



1
%Programming IT development


47,632



2
%Office, rent and expenses


7,168



0
%Travel expenses


40,250



1
%Government Fees (Corporate Tax provision)


734,503



27
%Business Development fees


168,092



6
%Servers and bandwidth


137,387



5
%Bank fees and  interest


163,720



6
%Administration


476,167



17
%Marketing and Advertisement


179,716



7
%Total


2,738,696



100
%


Our total expenditures over the next twelve months are anticipated to be approximately $2,738,696. Our cash on hand as of March 31, 2014 is $102,957 (March 31, 2013 - $153,094). We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing.


8


RESULTS OF OPERATIONS





Working Capital


March 31,

2014


June 30,

2013Current Assets

$
202,957


$
0Current Liabilities

$
558,866


$
99,116Working Capital Deficit

$
(355,909)


$
(99,116
)





Cash Flows


Nine Month Period Ended

March 31,

2014


Nine Month Period Ended

March 31,

2013Cash Flows used in Operating Activities

$
(136,293)


$
(8)Cash Flows used in Investing Activities

$
(100,000)


$
-Cash Flows provided by Financing Activities

$
339,250


$
-Net  Increase (Decrease) in Cash During Period

$
102,957


$
(8)





As of March 31, 2014, we had cash on hand of $102,957. Since our inception, we have used our common stock and promissory notes to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.





Operating Revenues





We have not generated any revenues since inception.





Operating Expenses and Net Loss





Operating expenses for the three month ended March 31, 2014 was $239,293 compared with $0 for the three month ended March 31, 2013. The increase in operating expenditures was a result of the Company's increase in funding continue with their ongoing reporting requirements.





Operating expenses for the nine month ended March 31, 2014 was $239,293compared with $8 for the nine month ended March 31, 2013. The increase in operating expenditures was attributed to the Company's increase in funding to continue with their ongoing reporting requirements and to continue further development of the Go-Page concept.





Net loss for the three month period ended March 31, 2014 was $239,293 compared with $0 for the period ended March 31, 2013. The overall increase in net loss of $239,293was attributed to the Company's increase in funding to continue with their ongoing reporting requirements and to continue further development of the Go-Page concept.





Net loss for the nine month period ended March 31, 2014 was $256,293 compared with $8 for the period ended March 31, 2013. The overall increase in net loss of $256,285was attributed to the Company's increase in funding to settle their obligations and to continue further development of the Go-Page concept.


9


Liquidity and Capital Resources





As at March 31, 2014, the Company’s cash balance was $102,957


As at March 31, 2014, the Company had total liabilities of $558,866.


As at March 31, 2014, the Company had a working capital deficit of $(355,909)





Cashflow from Operating Activities





During the nine month period ended March 31, 2014, the Company used $136,293 of cash for operating activities compared with $0 for the nine month ended March 31, 2013.





Cashflow from Investing Activities





During the nine month period ended March 31, 2014 and 2013, the Company paid $100,000 and $0 in investing activities.





Cashflow from Financing Activities





During the nine month period ended March 31, 2014, the Company has net cash received of $339,250 from financing activities compared, with $0 in financing activities for the same period in 2013.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.





Going Concern





We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report for the year ended March 31, 2013 that they have substantial doubt that we will be able to continue as a going concern without further financing.





Future Financings





We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund any future business opportunities.





Critical Accounting Policies





We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.


10





Use of Estimates




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its business.





Development Stage Enterprise





Our financial statements are prepared using the accrual method of accounting. We are a development stage company as we devote substantially all of our efforts to acquiring and developing businesses. Until such business are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the development stage.





Recently Issued Accounting Pronouncements





We do not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.





Contractual Obligations




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 the information under this item.




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 the information under this item.





ITEM 4.                     CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.





Changes in Internal Control over Financial Reporting





Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.





The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.





11
 PARTII - OTHER INFORMATION





ITEM 1.                      LEGAL PROCEEDINGS




We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.





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 the information under this item.





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





1.           Quarterly Issuances:


During the three months ended March 31, 2014, the Company did not issue any shares of common stock.




2.           Subsequent Issuances:


Subsequent to the quarter, we did not issue any shares of common stock, but issued two million (2,000,000) shares of Class A  Preferred shares to our President and our  Chief Operating Officer (COO) as per their respective employment agreements.




ITEM 3.                     DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4.                     MINE SAFETY DISCLOSURE





Not Applicable.





ITEM 5.                     OTHER INFORMATION





None.




12
 ITEM 6.                      EXHIBITS




Exhibit Number
Description of Exhibits3.1
Articles of Incorporation*3.4
Bylaws*10.1
AmendedLicense Agreement with PsiTech Corporation **10.2
Employment Agreement Peter Schulhof**10.3
Employment Agreement Stewart Irvine**14.1
Code of Ethics**31.1
Certification of Chief Executive Officer and as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***31.2
Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***32.1
Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***32.2
Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***101
Interactive Data Files***


* Incorporated by reference to our Registration Statement on Form SB-2, as filed with the Securities and Exchange Commission on November 15, 2004.


** Incorporated by reference to our Annual Report on Form 10K, as filed with the Securities and Exchange Commission on  February 21, 2014.






13


SIGNATURES




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




EMPIRICAL VENTURES, INC.Date:
May 20, 2014
By:
/s/Derek WardName:
Derek  WardTitle:
Chief Executive Officer and DirectorDate:
May 20, 2014
By:
/s/Anthony JacksonName:
Anthony JacksonTitle:
Chief Financial Officer (Principal Accounting Officer) and Director




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