**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM  10-K/A**

(Mark One)

 
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|----------------------------------------------------------------------------------|
| x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

 

**For the fiscal year ended September 30, 2017**

 
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|------------------------------------------------------------------------|
|  ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |

 

For the transition period from ________________ to _______________

 

000-54955

(Commission file number)

 

**UBL Interactive, Inc.**

 (Exact name of registrant as specified in its charter)

 
|                                                                |        |                                   |
|----------------------------------------------------------------|--------|-----------------------------------|
| **Delaware**                                                   |   | **27-1077850**                    |
| (State or other jurisdiction of incorporation or organization) |   | (IRS Employer Identification No.) |

 

**28325 Utica Road**

**Roseville, Michigan 48066**

**(321) 216-7500**

(Address and telephone number of principal executive offices)

 

**N/A**

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

Securities registered under Section 12(b) of the Act:** None**

 

Securities registered under Section 12(g) of the Act:** None**

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the issuer (1) 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 o No x

 

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 o No x

 

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

 
|                         |   |                           |   |
|-------------------------|---|---------------------------|---|
| Large accelerated filer | o | Accelerated filer         | o |
| Non-accelerated filer   | o | Smaller reporting company | x |

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of November 17, 2017 was approximately $45,400.

 

The number of shares of the registrant’s common stock issued and outstanding was 37,823,104 as of November 17, 2017.

 

**Explanatory Note**

 

UBL Interactive, Inc. (“UBL,” or “Company”, “we,” “us” or “our”) is filing this Comprehensive Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (this “Annual Report”) as part of its efforts to become current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since the Company has not filed its interim financial statements and quarterly reports on Forms 10-Q as of, and for the periods ended  December 31, 2017, 2016 and 2015, March 31, 2016 and 2017; and June 30, 2016 and 2017; and has not filed its annual financial statements and annual reports as of September 30, 2017, 2016, and 2015, as of the date of this Annual Report (being filed by the Company after its due date), the Company is including information regarding the fiscal years ended September 30, 2017, 2016, and 2015, as well as summarized quarterly financial information which would have been included in quarterly reports on Form 10-Q which were not previously filed for each of the quarters ended December 31, 2015, 2016 and 2017, March 31 , 2016 and 2017 , and ~~,~~ June 30, 2017 and 2016. The Company is including the interim financial information along with management’s discussion and analysis for the applicable periods in this Annual Report. The Company has determined that it can best provide current and accurate information to investors and shareholders by focusing the Company’s efforts and resources on providing more timely information.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

 

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**UBL Interactive, Inc.**

 

**Index**
|               |                                                                                                                    |             |
|---------------|--------------------------------------------------------------------------------------------------------------------|-------------|
|          |                                                                                                               | Page Number |
| **PART I.**   | **FINANCIAL INFORMATION**                                                                                          |        |
| Item 1.       | Description of Business                                                                                            | 6           |
| Item 1A.      | Risk Factors                                                                                                       | 7           |
| Item 1B.      | Unresolved Staff Comments                                                                                          | 10          |
| Item 2.       | Properties                                                                                                         | 11          |
| Item 3.       | Legal Proceedings                                                                                                  | 11          |
| Item 4.       | Mine Safety Disclosures                                                                                            | 11          |
|          |                                                                                                               |        |
| **PART II.**  |                                                                                                               |        |
| Item 5.       | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11          |
| Item 6.       | Selected Financial Data                                                                                            | 13          |
| Item 7.       | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 13          |
| Item 7A.      | Quantitative and Qualitative Disclosures About Market Risk                                                         | 19          |
| Item 8.       | Financial Statements and Supplementary Data                                                                        | 19          |
| Item 9.       | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                               | 19          |
| Item 9A.      | Controls and Procedures                                                                                            | 20          |
| Item 9B.      | Other Information                                                                                                  | 21          |
|          |                                                                                                               |        |
| **PART III.** |                                                                                                               |        |
| Item 10.      | Directors, Executive Officers, and Corporate Governance                                                            | 21          |
|          |                                                                                                               |        |
| Item 11.      | Executive Compensation                                                                                             | 22          |
|          |                                                                                                               |        |
| Item 12.      | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                     | 23          |
|          |                                                                                                               |        |
| Item 13.      | Certain Relationships and Related Transactions, and Director Independence                                          | 23          |
|          |                                                                                                               |        |
| Item 14.      | Principal Accountant Fees and Services                                                                             | 24          |
|          |                                                                                                               |        |
| **PART IV.**  |                                                                                                               |        |
| Item 15.      | Exhibits and Financial Statement Schedules                                                                         | 24          |
|          |                                                                                                               |        |
| SIGNATURES    | 28                                                                                                                 |

 

 

 

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**FORWARD-LOOKING STATEMENTS**

 

*This report contains forward-looking statements. The Securities and Exchange Commission (the “Commission”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A, “Risk Factors” of this annual report on Form 10-K.*

 

*We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.*

 

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**Item 1.  Description of Business**

 

**Introduction**

 

This annual report on Form 10-K is a comprehensive filing for the fiscal years ended September 30, 2017, 2016 and 2015. It is being filed by us to move toward becoming current in our filing obligations under the Securities Exchange Act of 1934, as amended. This is our first periodic filing since we filed a Form 10-Q for the quarter ended June 30, 2015, on August 24, 2015. Included in this report are the audited financial statements that would have been included in annual reports on Form 10-K which were not previously filed for the years ended September 30, 2017, 2016 and 2015, as well as summarized quarterly financial information which would have been included in quarterly reports on Form 10-Q, which were not previously filed for each of the quarters ended December 31, 2015, 2016 and 2017, March 31, 2016 and 2017 , and June 30, 2016 and 2017.

 

Our delinquencies with regard to these filings were due to the fact that the Company discontinued operations after June 30, 2015, because the Company’s prior business plan proved to not be viable and the Company was not able to generate cash flows sufficient to continue operations, and subsequently certain of the Company’s creditors sued the Company, obtained default judgements and put the Company into receivership.

 

This annual report should be read together and in connection with the other reports that have been filed by us with the SEC for a comprehensive description of our financial condition and operating results. In the interest of disclosure, we have included information in this annual report certain material events and developments that have taken place through the date of filing of this annual report with the SEC.

 

In this Annual Report on Form 10-K, UBL Interactive, Inc. together with its subsidiaries, is referred to in this document as “UBLI”, “we”, “us”, “or the “Company”), incorporates by reference certain information from parts of other documents filed with the Securities and Exchange Commission. The Securities and Exchange Commission allows us to disclose important information by referring to it in that manner. Please refer to all such information when reading this Annual Report on Form 10-K. All information is as of September 30, 2017 unless otherwise indicated. 

 

**Overview of Business History**

 

UBL Interactive, Inc. (“UBLI” or the “Company”) was incorporated under the laws of the State of Delaware on September 30, 2009.

 

UBLI, until it ceased operations in July 2015, provided a comprehensive set of online identity management tools and services to businesses seeking to optimize their presence in location - ~~~~based search results on web, mobile and social platforms. 

 

**Our Operations**

 

We are a shell company as that term is defined under federal securities laws. Our business plan is to seek to acquire assets or shares of an entity actively engaged in business that generates revenues in exchange for our securities.  We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature.  This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter potential business opportunities.  Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.  This lack of diversification should be considered a substantial risk to our stockholders because it will not permit us to offset potential losses from one venture against gains from another.

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**Plan of Operations**

 

We currently plan to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ our funds in its business. Our principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

The analysis of new business opportunities will be undertaken by or under the supervision of  Angela Collette,  our sole officer and director. We have not had any conversations with potential merger or acquisition targets nor have we entered into any definitive agreement with any party.  In our efforts to analyze potential acquisition targets, we may consider the following kinds of factors:

 

•  Potential for growth, indicated by new technology, anticipated market expansion or new products;

•  Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

•  Strength and diversity of management, either in place or scheduled for recruitment;

•  Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

•  The cost of participation by us as compared to the perceived tangible and intangible values and potentials;

•  The extent to which the business opportunity can be advanced;

•  The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

•   Other relevant factors.

 

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and decide based upon reasonable investigative measures and available data.  Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the limited capital we have available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

 

The way we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well as those of the promoters of the opportunity, and the relative negotiating strength of ourselves and such promoters.

 

It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon the issuance to the stockholders of the acquired company of at least 80% of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 10% of the total issued and outstanding shares. This could result in substantial additional dilution to the equity of those who were our stockholders prior to such reorganization.

 

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Our present stockholder will likely not have control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, our current director may resign and new directors may be appointed without any vote by stockholders.

 

In the case of an acquisition, the transaction may be accomplished upon the sole determination of our management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving our company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval if possible.

 

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

 

During the years ended September 30, 2017 and 2016, and the interim fiscal quarters since that time, we have essentially been dormant.  On or about August 8, 2017, the General Court of Justice, Superior Court Division, State of North Carolina, County of Mecklenburg, in the matter of *William Alessi v. UBL Interactive, Inc. and Does I-V, inclusive*, case number 17 CvS 7847, entered an order pursuant to which the court (i) assumed jurisdiction of the Company and all of its assets, and (ii) appointed Angela Collette the receiver (the “Receiver”) over the Company and its property effective August 8, 2017.

 

We do not currently engage in any business activities that provide us with positive cash flows. As such, the costs of investigating and analyzing business combinations for the next approximately 12 months and beyond will be paid with our current cash and if necessary, with additional funds raised through other sources, which may not be available on favorable terms, if at all.

 

**Corporate Information**

 

We are a Delaware corporation headquartered at 28325 Utica Road, Roseville, Michigan , 48066 , which is the office of Angela Collette, the court-appointed Receiver for the company.

 

**Employees**

 

As of January 22, 2018, we have no employees.

 

**Item 1A.  Risk Factors.**

 

Not applicable to a smaller reporting company

 

**Item 1b.  Unresolved staff comments .**

 

None.

 

**Item 2.  Properties.**

 

At present the Company does not have any property and the office address is that of the receiver.

 

**Item 3. Legal Proceedings.**

 

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The Company is not aware of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation other than as disclosed below.

 

On or about August 8, 2017, the General Court of Justice, Superior Court Division, State of North Carolina, County of Mecklenburg, in the matter of *William Alessi v. UBL Interactive, Inc. and Does I-V, inclusive*, case number 17 CvS 7847, entered an order pursuant to which the court (i) assumed jurisdiction of the Company and all of its assets, and (ii) appointed Angela Collette the receiver (“Receiver”) over the Company and its property effective August 8, 2017 . 

 

**Item 4. Mine Safety Disclosures.**

 

Not applicable.

 

**PART II**

 

**Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**

 

Our Common Stock is quoted on the OTC Bulletin Board (OTCBB) and the OTC Markets QB Tier (OTCQB) under the symbol “UBLI.”  There is currently a very limited market for our common stock and there can be no assurance that a more active market will develop.

 

The following table sets forth the high and low bid prices for our common stock for the fiscal quarters indicated as reported by OTC Markets Group, Inc. No bid prices are reported prior to the quarters listed below. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our common stock is thinly traded and, thus, pricing of our common stock on OTC Markets QB Tier does not necessarily represent its fair market value.

 

**   High  **

**    Low  **

December 31, 2014

  $ 0.1250

$ 0.0700

March 31, 2015

  $ 0.1999

$ 0.0700

June 30, 2015

  $ 0.1999

$ 0.0811

September 30, 2015

  $ 0.1400

$ 0.0400

December 31, 2015

  $ 0.1000

$ 0.0200

March 31, 2016

  $ 0.0550

$ 0.0100

June 30, 2016

  $ 0.0100

$ 0.0090

September 30, 2016

  $ 0.0090

$ 0.0016

December 31, 2016

  $ 0.0040

$ 0.0010

March 31, 2017

  $ 0.0015

$ 0.0010

June 30, 2017

  $ 0.0014

$ 0.0012

September 30, 2017

  $ 0.0013

$ 0.0012

December 31, 2017

  $ 0.0128

$ 0.0012

 

As of January 22, 2018, we had approximately 337 stockholders of record.  Our transfer agent is VStock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, New York 11516.

 

**Dividend Policy**

 

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

 

**Item 6.  Selected Financial Data.**

 

Not required for small reporting companies.

 

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**Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.**

 

*This report contains forward-looking statements. These forward-looking statements include, without limitation, statements containing the words “believes,” “anticipates,” “expects,” “intends,” “projects,” “will,” and other words of similar import or the negative of those terms or expressions. Forward-looking statements in this report include, but are not limited to, expectations of future levels of research and development spending, general and administrative spending, levels of capital expenditures and operating results, sufficiency of our capital resources, our intention to pursue and consummate strategic opportunities available to us, including sales of certain of our assets. Forward-looking statements subject to certain known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These risks and uncertainties include, but are not limited to those described in “Risk Factors” of the reports filed with the SEC.*

 

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere herein.

 

**Overview**

 

Up to July 2015 when the Company ceased operations, the Company had provided a comprehensive set of online identity management tools and services to businesses seeking to optimize their presence in location based search results on Web, Mobile and Social platforms. These search results were typically highly structured and included name, address, phone number and enhanced profile information, as opposed to excerpts of website information. Our Universal Business Listing (www.UBL.org) service had provided a powerful, cost-effective method for ensuring the distribution and accuracy of individual business listing data across hundreds of local web directories, search engines, mobile applications and other sources of local listings data. Our profile management services had allowed businesses to take control of profile pages in leading, highly trafficked, search engines, social media sites, providing enhanced content about their products and services. As part of these services we had provided an expanding range of analytical and monitoring tools to increase our customer value proposition. The company had offered services in the USA, Canada, The United Kingdom and Australia. 

 

 **Recent Accounting Pronouncements**

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

**Critical Accounting Policies**

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

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We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

 

*Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions*

 

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 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 revenues and expenses during the reporting periods.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

 
|        |           |                                                                                                                                                                                                                                             |
|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i)  | *Assumption as a going concern*: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business; |
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (ii)  | *Valuation allowance for deferred tax assets:* Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry-forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors; |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (iii)      | *Estimates and assumptions used in valuation of convertible debt and equity instruments:* Management estimates the fair value of the derivative warrant issued in connection with the Company’s convertible promissory notes, using a lattice model, with the assistance of an independent valuation expert.                                                                                                                                                                                                                                                                                                                                                                                                               |

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

*Fair Value of Financial Instruments*

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value 

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hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 
|         |        |                                                                                                                                                             |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Level 1 |   | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                              |
|    |   |                                                                                                                                                        |
| Level 2 |   | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
|    |   |                                                                                                                                                        |
| Level 3 |   | Pricing inputs that are generally unobservable inputs and not corroborated by market data.                                                                  |

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

*Deferred Tax Assets and Income Taxes Provision*

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

*Tax years that remain subject to examination by major tax jurisdictions*

 

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

*Net loss per common share*

 

The Company computes net income or loss per share in accordance with ASC 260 *Earnings Per Share*. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available 

----

to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

 

 *Discontinued operations*

 

We discontinued operations during the fiscal year ended September 30, 2015. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact , we have no assets or liabilities related to an operating business as of September 30, 2017, 2016 or 2015. All items of income and expense for the periods presented, other than interest expense, related to discontinued operations.

 

**Results of Operations**

 

There were no operations in the interim periods for the fiscal years ended September 30, 2017 and 2016.  
|                              |        |                                                                                                                                                                                                                           |            |                                                                                                                                                                                                   |            |                       |            |                |  |  |  |  |  |  |
|------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|----------------|--|--|--|--|--|--|
|                         |   | **For the Fiscal Year Ended**                                                                                                                                                                                             | ** ** |                                                                                                                                                                                              |
|                         |   | **September 30,**

**2017 and 2016**                                                                                                                                                                                      | ** ** | **September 30, 2015**                                                                                                                                                                            | ** ** | **% Variance**        |
| Revenues                     |   |                                     - |       |                                -       |       | 0%                    |
| Gross Margin                 |   |                                     - |       |                                 - |       | 0%                    |
| Operating Expenses           |   |                                     - |       |                                 - |       | 0%                    |
| Other Income (Expense), net  |   |                                     - |       |                  (573,676)                                                                                   |       | -100.00%              |
| Discontinued operations, net |   |                                     - |       |                  4,780,277                                                                                   |       | -100.00%              |
| Net Income(Loss)             |   |                                     - |       |                  4,206,601                                                                                   |       | -100.00%              |
|                         |   |                                                                                                                                                                                                                      |       |                                                                                                                                                                                              |       |                  |
|                         |   | **For the Nine Month Period Ended**                                                                                                                                                                                       | ** ** |                                                                                                                                                                                              |
|                         |   | **June 30,**

**2017**                                                                                                                                                                                                    | ** ** | **June 30,**

**2016**                                                                                                                                                                            | ** ** | **% Variance**        |
| Revenues                     |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Gross Margin                 |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Operating Expenses           |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Other Income (Expense), net  |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Discontinued operations, net |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Net Income(Loss)             |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
|                         |   |                                                                                                                                                                                                                      |       |                                                                                                                                                                                              |       |                  |
|                         |   | **For the Six Month Period Ended**                                                                                                                                                                                        | ** ** |                                                                                                                                                                                              |
|                         |   | **March 31,**

** 2017**                                                                                                                                                                                             | ** ** | **March 31,**

** 2016**                                                                                                                                                                     | ** ** | **% Variance**        |
| Revenues                     |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Gross Margin                 |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Operating Expenses           |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Other Income (Expense), net  |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Discontinued operations, net |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
| Net Income(Loss)             |   |                                     - |       | -                                                                                                                                                                                                 |       | 0%                    |
|                         |   |                                                                                                                                                                                                                      |       |                                                                                                                                                                                              |       |                  |
|                         |   | **For the Three Month Period Ended**                                                                                                                                                                                      | ** ** |                                                                                                                                                                                              |
|                         |   | **December 31, 2017**                                                                                                                                                                                                     |       | **December 31, 2016**                                                                                                                                                                             | ** ** | **December 31, 2015** | ** ** | **% Variance** |
| Revenues                     |   | -                                                                                                                                                                                                                         |       | -                                                                                                                                                                                                 |       | -                     |       | 0%             |

----

|                              |        |        |        |        |        |        |        |        |  |  |  |  |  |  |
|------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--|--|--|--|--|--|
| Gross Margin                 |   | -      |   | -      |   | -      |   | 0%     |
| Operating Expenses           |   | -      |   | -      |   | -      |   | 0%     |
| Other Income (Expense), net  |   | -      |   | -      |   | -      |   | 0%     |
| Discontinued operations, net |   | -      |   | -      |   | -      |   | 0%     |
| Net Income(Loss)             |   | -      |   | -      |   | -      |   | 0%     |
|                         |   |   |   |   |   |   |   |   |

**Results of Operations for the years ended September 30, 2017 and 2016**

 

*Revenues:*  There were no revenues for the years ended September 30, 2017 and 2016 respectively, since there were no operations.  

 

*Expenses:  *There were no operating expenses for the years ended September 30, 2017 and 2016 respectively, since there were no operations.

 

**Results of Operations for the years ended September 30, 2016 and 2015**

 

*Revenues:* There were no revenues for the years ended September 30, 2016 and 2015 respectively, since there were no operations.  

 

*Expenses:* There were no operating expenses for the years ended September 30, 2016 and 2015 respectively, since there were no operations.  

 

Net gain on discontinued operations resulted from the write-down of all assets net of liabilities since operations ceased in July 2015.

 

**Liquidity and Capital Resources**
|                                       |        |                                     |            |                              |            |                |  |  |  |  |  |  |
|---------------------------------------|--------|-------------------------------------|------------|------------------------------|------------|----------------|--|--|--|--|--|--|
|                                  |   | **For the Fiscal Year Ended**       | ** ** |                         |
|                                  |   | **September 30, 2017 & 2016**   | ** ** | **September 30,**

**2015**  | ** ** | **% Variance** |
| Cash Provided by operating activities |   | -                                   |       | 364,232                      |       | -100.00%       |
| Cash used in investing activities     |   | -                                   |       | (33,094)                     |       | -100.00%       |
| Cash used in financing activities     |   | -                                   |       | (1,066,700)                  |       | -100.00%       |
| Net change in cash                    |   | -                                   |       | (735,562)                    |       | -100.00%       |
|                                  |   |                                |       |                         |       |           |
|                                  |   | **For the Nine Month Period Ended** | ** ** |                         |
|                                  |   | **June 30,**

** 2017**        | ** ** | **June 30,**

** 2016** | ** ** | **% Variance** |
| Net cash used in operating activities |   | -                                   |       | -                            |       | 0%             |
| Net cash used in investing activities |   | -                                   |       | -                            |       | 0%             |
| Net cash used in financing activities |   | -                                   |       | -                            |       | 0%             |
| Net change in cash                    |   | -                                   |       | -                            |       | 0%             |
|                                  |   |                                |       |                         |       |           |
|                                  |   | **For the Six Month Period Ended**  | ** ** |                         |
|                                  |   | **March 31,**

**2017**             | ** ** | **March 31,**

**2016**      | ** ** | **% Variance** |
| Net cash used in operating activities |   | -                                   |       | -                            |       | 0%             |
| Net cash used in investing activities |   | -                                   |       | -                            |       | 0%             |
| Net cash used in financing activities |   | -                                   |       | -                            |       | 0%             |

----

|                                       |        |                                      |            |                       |            |                       |            |                |  |  |  |  |
|---------------------------------------|--------|--------------------------------------|------------|-----------------------|------------|-----------------------|------------|----------------|--|--|--|--|
| Net change in cash                    |   | -                                    |       | -                     |       | 0%                    |
|                                  |   |                                 |       |                  |       |                  |
|                                  |   | **For the Three Month Period Ended** | ** ** |                  |
|                                  |   | **December 31, 2017**                |       | **December 31, 2016** | ** ** | **December 31, 2015** | ** ** | **% Variance** |
| Net cash used in operating activities |   | -                                    |       | -                     |       | -                     |       | 0%             |
| Net cash used in investing activities |   | -                                    |       | -                     |       | -                     |       | 0%             |
| Net cash used in financing activities |   | -                                    |       | -                     |       | -                     |       | 0%             |
| Net change in cash                    |   | -                                    |       | -                     |       | -                     |       | 0%             |

 

As of September 30, 2017, we had no assets or liabilities as the Company has ceased operations. The Company’s accumulated deficit was $3,138,499.

 

There were no cash flows in the interim periods for fiscal years ended September 30, 2017 & 2016.  

 

Unless the Company can acquire a viable business and attract additional investment, the future of the Company operating as a going concern is in serious doubt.

 

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. In order to meet the needs to comply with the requirements of the Securities Exchange Act, we will need investment of capital.

  

Management has determined that additional capital will be required in the form of equity or debt securities. There is no assurance that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may have cease filing the required reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. 

 

**Going Concern**

 

As reflected in the consolidated financial statements, the Company had an accumulated deficit at September 30, 2015. This factor as well as continuous operating losses contributed to the fact that the Company ceased operations in July 2015.
|              |
|--------------|
|    |

 

The ability of the Company to continue its operations in the future is dependent on the new management’s plans, which will include the raising of capital through debt and/or equity markets, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements and the acquisition of a viable business. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There can be no assurance that the Company will be able to raise any additional capital or acquire a viable entity to continue its business.

 

Our auditor in its report dated January 22, 2018, has expressed substantial doubt about our ability to continue as a going concern. Our plan regarding these matters is to raise additional debt and/or equity financing to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in 

----

the near future, we may seek protection under bankruptcy laws. 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.

 

**Default on Loans because of Cessation of Business**

 

All loans were in default by July 2015 and since the Company could not honor the covenants under each of these loans, these loans have been written off as the Company ceased operations, the Company went into receivership and none of the creditors established claims with the receiver to prove their entitlements.  None of the loans with convertibility provisions exercised their rights under these clauses, and as such no additional common stock was issued subsequent to June 30, 2015 or subsequent to September 30, 2015 through to the date of this report.

 

 **Off Balance Sheet Arrangements:**

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

 

**Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.**

 

Not applicable.

** **

**Item 8.  Financial Statements and Supplementary Data.**

 

Our consolidated financial statements are included beginning immediately following the signature page to this report.  See Item 15 for a list of the consolidated financial statements included herein.

 

**Item 9.  Change in and Disagreement with Accountants on Accounting and Financial Disclosure**

 

In November 2017, our court-appointed Receiver approved retaining a new independent registered accounting firm as described below.  The Company’s former independent registered public accounting firm was Li and Company, PC (“LI”), which was censured by the Public Company Accounting Oversight Board on or about June 14, 2016, and which firm had its registration revoked. The Former Accounting Firm’s website is not functional, and the Company believes that the Former Account Firm is no longer in business. Accordingly, the Company has been unable to dismiss the Former Accounting Firm, and to the Company’s knowledge, the Former Accounting Firm has not resigned and has not declined to stand for re-appointment. 

 

The report of LI on the Company’s financial statements for the fiscal year ended September 30, 2014 , did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report raised substantial doubt on the Company’s ability to continue as a going concern as a result of the Company’s continued losses from operations since inception, and had both stockholders’ and working capital deficiencies.

 

During the Company’s most recent fiscal year and through the date of dismissal, (a) the Company had no disagreements with LI on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of LI would have caused either of them to make reference to the subject matter of the disagreement in connection with their reports and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

In November 2017, the Company’s Receiver approved the engagement of Thayer O’Neal (“Thayer”) as the Company’s independent registered public accounting firm , and Thayer was engaged in November 2017. During the Company’s ~~~~  fiscal year ended September 30, 2014 , and from October 1, 2014 through November 2017, neither the Company nor anyone on its behalf consulted Thayer regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Thayer concluded was an important factor considered by the Company in reaching a decision as to the accounting, 

----

auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively. ~~.~~

  

**Item 9A.  Controls and Procedures**

 

We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Receiver has concluded that, as of September 30, 2017, 2016 and 2015, these disclosure controls and procedures were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

There have been substantial changes in internal control over financial reporting that occurred during the period being reported on in that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. Because we do not have an operating business, we in general have no internal control over financial reporting.

 

Operating systems will be put in place as capital is raised to allow us to acquire an operating business. 

 

**Management’s Annual Report on Internal Control over Financial Reporting**

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

 

Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

 

Based on our evaluation under the frameworks described above, our Receiver has concluded that our internal control over financial reporting was not effective as of September 30, 2017, 2016 or 2015.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

 

 ***Changes in Internal Control over Financial Reporting****.*

 

Aside from the appointment of our Receiver in August of 2017, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended September 30, 2017, or any other fiscal quarter during the years ended September 30, 2017 and 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

**Item 9B.  Other Information**

----

 

None.

 

**Item 10.  Directors, Executive Officers and Corporate Governance**

 

The names, ages and positions of our directors and executive officers during the year ending September 30, 2015 are as follows: 
|               |            |         |            |            |                                               |
|---------------|------------|---------|------------|------------|-----------------------------------------------|
| **Name**      | ** ** | **Age** | ** ** | ** ** | **Position**                                  |
| Doyal Bryant  |       | 61      |       |       | Chief Executive Officer and Chairman          |
| Chris Travers |       | 57      |       |       | Chief Revenue Officer, President and Director |
| Paul Donlan   |       | 50      |       |       | Chief Operating Officer                       |
| David Jaques  |       | 58      |       |       | Chief Financial Officer and Director          |
| Jeff Guzy     |       | 63      |       |       | Director                                      |

 

The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows:

 

**Doyal Bryant.** Mr. Bryant is a co-founder of the Company. Since January 2010, Mr. Bryant has served as our Chief Executive Officer and previously served as EVP of Strategic Partnership Development from September 2007 through January 2010.  Mr. Bryant also is serving as Chairman of the Board of Directors since June of 2012 of the Company. Mr. Bryant has served as a Director of the Company since 2010 From March 2004 through November 2006, Mr. Bryant served as CEO at Scientigo, Inc., a local and Enterprise search platform with 4 issued patents and acquirer of Find.com. Mr. Bryant has served as Managing Partner at BlueLake Capital Partners from 2008 to 2010 which provides advisory services and management support to growth stage companies. Mr. Bryant has also served as President of IGC Acquisitions, Inc., a facilities’ based International VoIP Telecom Carrier, a position he held from 2007 to 2009. Mr. Bryant holds a B.S. in Business Administration from Drury University. The Board has concluded that Mr. Bryant is qualified to serve as a director of the Company because of the depth of his knowledge and experience in the identity in which we operate.

 

**Chris Travers. **Mr. Travers, a co-founder of the Company, currently serves as the Company’s Chief Revenue Officer and President, a position he held since January 2010. Mr. Travers has served as a Director of the Company since 2010.  Mr. Travers previously served as the Company’s CEO from September 2007 through January 2010.  Mr. Travers was the principal of Radeon LLC from October 2001 through September 2007. Mr. Travers currently serves as a director of Bone Medical, a biotechnology development company based in Britain. Mr. Travers holds a diploma in English from the Curtin University, Australia. The Board has concluded that Mr. Travers is qualified to serve as a director of the Company because he is one of the co-founders of the Company and has demonstrated his knowledge of the online listing business.

 

**Paul Donlan**. Paul is the head of business development for UBLI and also manages the company's international and channel partnerships. Paul has 25 years of experience in directories and classified advertising, having served as CEO for 3L Media Inc., founder of Superpages Australia, and founder and chairman of JPM Media Pry Ltd. Paul has been a consultant with China Telecom, Shanghai Yellow Pages, Telekom Malaysia, Mi Pueblo Publication, California Directory Publications, and Ojai PhoneBook. For 6 years, Paul was president and CEO of net-linx, where he oversaw a staff of 450 servicing technology publishing industries across the globe. Prior to this role, Paul held various management positions during a 15 year tenure at Sensis and Telstra in Australia. Paul's career includes a strong record of revenue growth and cost containment across international markets. Mr. Donlan received an Associate Degree - Electronics Technician from the Australian Telecommunication Commission - Technical Institute in 1989 and attended the Master of Business Administration in International Management program at the University Royal Melbourne Institute of Technology from 1998 to 1999.

 

**David Jaques. **Mr. Jaques has served as a director since August 2010 and the Chief Financial Officer of the Company since September 2014. Mr. Jaques previously served as the CFO of the Company from February 2010 through August 2010. Since 2008, Mr. Jaques has served as a partner in Greenough Consulting Group, Inc. a company which provides financial consulting services, and is CFO of the venture capital entity 500 Startups. Mr. Jaques 

----

previously served as the founding CFO of Paypal and CFO of BlueRun Ventures LP, a Venture capital firm.   Mr. Jaques has served as a director of the publicly traded company Mobivity Holdings Corp. and is currently the Chairman of that company’s audit committee. The Board has concluded that Mr.Jaques is qualified to serve as a director of the Company because of his experience in working with similar types of companies in the Internet sector and his extensive finance background.

 

**Jeff Guzy. **Mr. Guzy currently heads up business development for GeoPay Inc, a mobile money platform.  He is the former president of the public company Leatt Corporation (LEAT), (2007-2011) a worldwide provider of revolutionary protection systems for the helmeted, motor-sports industry.  He is currently on the Leatt Board of Directors and is Chairman of that company’s audit and compensation committees.  From 2000 through 2002, Mr. Guzy was General Manager at Loral Space Systems, responsible for developing their satellite internet access business in North and South America. Before Loral Space Systems, Mr. Guzy was a founder of FaciliCom International (1994-1999), an international telecom carrier. He was instrumental in building the company’s service in 10 countries, across Europe and North America, as EVP of Sales, Marketing, Product and Business Development. He played a key role in the sale of FCI to World Access. Mr. Guzy has had key executive positions at several large international carriers, including Comsat International, Sprint International, and Bell Atlantic’s Information Services group. He has held program and project start-up responsibilities along with senior business development positions at all these firms. Mr. Guzy currently chairs the audit and compensation committees and is on the Board of Directors of the public company Capstone Industries, a specialty China manufacturer, with strong retail distribution in the USA.  He is also a Board Member of the public company Universal Business Listings Interactive (UBLI.OTC) which provides business identity management tools, and he chairs the compensation committee of that company. Mr. Guzy has an MBA from the Wharton School of Finance, University of Pennsylvania, and an MS in systems engineering from the Moore School of Engineering, University of Pennsylvania. He has a BS in electrical engineering from Penn State University and a certificate in theology from Georgetown University. The Board has concluded that Mr.Guzy is qualified to serve as a director of the Company because of his expertise in working with small public companies as well as with national and international business development.

 

The names, ages and positions of our directors and executive officers during the year ending September 30, 2016 are as follows:  
|          |            |         |            |            |              |
|----------|------------|---------|------------|------------|--------------|
| **Name** | ** ** | **Age** | ** ** | ** ** | **Position** |
| **N/A**  |       | **N/A** |       |       | **N/A**      |

There were no named directors and executive officers as of September 30, 2016 due to cessation of operations in July 2015. As a result, the company was put into receivership.   

 

The names, ages and positions of our directors and executive officers during the year ending September 30, 2017 are as follows:

 
|          |            |         |            |            |              |
|----------|------------|---------|------------|------------|--------------|
| **Name** | ** ** | **Age** | ** ** | ** ** | **Position** |

Angela Collette(1)

49

Court-Appointed Receiver

(1)

Angela Collette is the court - ~~~~appointed receiver for the Company and has assumed on a temporary basis the responsibilities of director and officer of the Company . 

 

All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

 

The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows:

 

----

 **Angela Collette**, is a practicing attorney licensed to practice in the States of Michigan, New York and Kentucky.  She has served as general counsel for many publicly traded companies for several years.  She graduated from Notre Dame Law School as a member of the Dean’s honor roll list.

 

**Family Relationships**

 

None . 

 

**Involvement in Certain Legal Proceedings**

 

During the last ten years, none of our directors, executive officers (including those of our subsidiaries), promoters or control persons have:

 
|         |                                                                                                                                                                                                                                                                                                    |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.                                                                                            |
|    |                                                                                                                                                                                                                                                                                               |
| ● | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                               |
| ● | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |

 
|         |                                                                                                                                                                                                                                                                                                                              |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.                                                                 |
|    |                                                                                                                                                                                                                                                                                                                         |
| ● | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |

 

**Section 16(A) Beneficial Ownership Reporting Compliance**

 

Our common stock is registered pursuant to Section 12 of the Exchange Act. Accordingly, our officers, directors and principal shareholders are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act. Section 16(a) requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 

Based solely upon our review of the copies of such forms that we received with respect to the fiscal year ended September 30, 2017, we believe that each person who at any time during the fiscal year was a director, officer or beneficial owner of more than 10% of our Common Stock, satisfied his or her Section 16(a) filing requirements, although certain reports were filed on a late basis.

 

**Corporate Governance**

 

***Audit Committee***

 

We do not presently have an audit committee. Our board of directors currently acts as our audit committee and oversees our audits and auditing procedures.  

 

----

**Board Leadership Structure and Role in Risk Oversight**

 

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our Company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our Company, our Company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.
|        |
|--------|
|   |

 

**Code of Ethics**

 

We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.  To request a copy of the Code of Ethics, please make written request to our court-appointed Receiver, at UBL Interactive, Inc., 28325 Utica Road, Roseville, MI 48066.

** **

**Shareholder Communications**

 

Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.

 

**Item 11. Executive Compensation.**

 

There was no executive compensation for the fiscal years ended September 30, 2016 and September 30, 2017.  For the fiscal year ended September 30, 2015 the amount of executive compensation is not determinable.  A portion of the September 30, 2015 executive compensation amounts to $392,831 which is the stock option compensation amount included in the financial statements.

 

**OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END**

 

As of September 30, 2015, September 30, 2016 and September 30, 2017 , there were no outstanding equity awards.
|        |
|--------|
|   |

** **

**DIRECTOR COMPENSATION**

 

** **

As of September 30, 2015, September 30, 2016 and September 30, 2017 , there was no director compensation.

 

**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**

 

The following table sets forth information regarding the beneficial ownership of our common stock, par value $.01, per share, as of November 19, 2017 by (a) each person who is known by us to beneficially own 5% or more of our common stock, (b) each of our directors and Named Executive Officers, and (c) all of our directors and executive officers as a group.

 
|                                                                   |            |                                                                              |            |            |                                          |            |  |  |
|-------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|------------|------------------------------------------|------------|--|--|
| **Name and Address of Beneficial Owner** | ** ** | **Amount and  nature of beneficial  ownership (1)** | ** ** | ** ** | **Percent of  class (2)** | ** ** |

----

|                             |        |        |           |        |        |        |        |        |
|-----------------------------|--------|--------|-----------|--------|--------|--------|--------|--------|
| *5% or greater stockholder* |   |   |      |   |   |   |   |   |
| Bryant Irrevocable Trust    |   |   | 6,114,000 |   |   |   | 16.7   | %      |
| Radeon, LLC (8)             |   |   | 6,014,000 |   |   |   | 15.9   | %      |
| Whalehaven Capital Fund Ltd |   |   | 2,249,964 |   |   |   | 5.9    | %      |
| Marlar Holdings, LLC        |   |   | 1,925,587 |   |   |   | 5.1    | %      |

 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *      | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (1)    | The address of each person is c/o of the Company unless otherwise indicated herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (2)    | The calculation in this column is based upon 37,823,104 shares of common stock outstanding on November 17, 2017. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or exercisable within 60 days of November 17, 2017 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person. |

 

**Item 13. Certain Relationships and Related Transaction, and Director Independence**

 

None . 

 

**Director Independence**

 

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”

 

**Item 14.  Principal Accounting Fees and Services.**

 

The following table shows the fees that were billed for the audit and other services provided by Thayer O’Neal for the fiscal years ended September 30, 2017, 2016 and 2015.

 
|                    |        |        |                                                                       |
|--------------------|--------|--------|-----------------------------------------------------------------------|
|               |   |   | For the Fiscal Years Ended

 September 30, 2017, 2016 & 2015 |
|               |   |   |                                                                  |
| Audit Fees         |   | $      | -                                                                     |
| Audit-Related Fees |   |   | -                                                                     |
| Tax Fees           |   |   | -                                                                     |
| All Other Fees     |   |   | -                                                                     |
| Total              |   | $      | -                                                                     |

 

*Audit Fees*-This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

 

*Audit-Related Fees*-This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Commission and other accounting consulting.

 

----

*Tax Fees*-This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 

*All Other Fees*-This category consists of fees for other miscellaneous items.

 

Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the board, or, in the period between meetings, by a designated member of board. Any such approval by the designated member is disclosed to the entire board at the next meeting. Accordingly, all of the fees in the above table were approved prior to the services being rendered.

 

**Item 15.  Exhibits, Financial Statement Schedules**

** **

**Financial Statements**

 

See Index to Financial Statements immediately following the signature page of this report.

 

**Financial Statement Schedules**

 

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

**Exhibits**

 

In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 
|         |                                                                                                                                                                                        |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |

 
|         |                                                                                                                                                                                                        |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |

 
|         |                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------|
| ● | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |

 
|         |                                                                                                                                                                         |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

The following exhibits are included as part of this report:

 
|                         |        |                 |
|-------------------------|--------|-----------------|
| **Exhibit**

**Number** |   | **Description** |
|                    |   |            |

----

|        |        |                                                                                                                                                                                                             |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1    |   | Amended and Restated Certificate of Incorporation of UBL Interactive, Inc. (Filed as an exhibit to the Company's Form 10 on May 14, 2013)                                                                   |
|   |   |                                                                                                                                                                                                        |
| 3.2    |   | Certificate of Amendment of the Certificate of Incorporation of UBL Interactive, Inc. filed with the Secretary of State filed May 31, 2012. (Filed as an exhibit to the Company's Form 10 on May 14, 2013)  |
|   |   |                                                                                                                                                                                                        |
| 3.3    |   | Certificate of Amendment of the Certificate of Incorporation of UBL Interactive, Inc. filed with the Secretary of State filed July 26, 2012. (Filed as an exhibit to the Company's Form 10 on May 14, 2013) |
|   |   |                                                                                                                                                                                                        |
| 3.2    |   | By-Laws of UBL Interactive,  ~~ ~~ Inc. (Filed as an exhibit to the Company's Form 10 on May 14, 2013)                                                                                            |
|        |        |                                                                                                         |
|--------|--------|---------------------------------------------------------------------------------------------------------|
| 31.1*  |   | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 |
|   |   |                                                                                                    |
| 32.1** |   | Certification of Chief Executive Officer pursuant to Section 1350                                       |
|   |   |                                                                                                    |
| 99.1 * |   | Order Appointing Receiver                                                                               |
|   |   |                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *  | Filed herewith                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** | This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. |

 

**SIGNATURES**

 

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

 
|                   |                       |                                                                             |
|-------------------|-----------------------|-----------------------------------------------------------------------------|
|              | UBL Interactive, Inc. |
|              |                  |                                                                        |
| February 27, 2018 | By:                   | /s/ Angela Collette                                                         |
|              |                  |                                                                        |
|              |                  | Receiver, Chief Executive Officer and Chairman                              |
|              |                  | Principal Executive Officer and Principal Accounting and Financial Officer) |

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
|                                                                                            |        |                   |
|--------------------------------------------------------------------------------------------|--------|-------------------|
| /s/ Angela Collette                                                                        |   | February 27, 2018 |
|                                                                                       |   |              |
| Receiver, Chief Executive Officer, Chairman

& Director (Principal Executive

Officer) |   |              |
|                                                                                       |

 

----

UBL Interactive, Inc.

 

September 30, 2017, 2016 and 2015

 

Index to the Consolidated Financial Statements

 
|                                                                                                                    |        |         |
|--------------------------------------------------------------------------------------------------------------------|--------|---------|
| Contents                                                                                                           |   | Page(s) |
|                                                                                                               |   |    |
| Report of Independent Registered Public Accounting Firm                                                            |   | F-2     |
|                                                                                                               |   |    |
| Consolidated Balance Sheets at September 30, 2017, 2016 and 2015                                                   |   | F-3     |
|                                                                                                               |   |    |
| Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2017, 2016 and 2015                 |   | F-5     |
|                                                                                                               |   |    |
| Consolidated Statement of Stockholders’ Deficit for the Fiscal Years Ended September 30, 2017, 2016 and 2015 |   | F-6     |
|                                                                                                               |   |    |
| Consolidated Statements of Cash Flows for the Fiscal Year Ended September 30, 2017, 2016 and 2015                  |   | F-7     |
|                                                                                                               |   |    |
| Notes to the Consolidated Financial Statements                                                                     |   | F-8     |

----

----

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

The Board of Directors and Stockholders

UBL Interactive, Inc.

 

We have audited the consolidated balance sheets of UBL Interactive, Inc. (the “Company”) as of September 30, 2017, 2016 and 2015 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

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

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2017, 2016 and 2015, and the results of its operations and its cash flows for the fiscal years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

 

Thayer O’Neal Company, LLC

 

Houston, Texas 

January 22, 2018

 

F-2 

----

|                                                                                                                                                        |        |                                                                                                                                                               |        |                                                                                                                                                               |        |                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **UBL INTERACTIVE, INC.**                                                                                                                              |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| **CONSOLIDATED BALANCE SHEETS**                                                                                                                        |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| **AS OF SEPTEMBER 30, 2017, 2016 AND 2015**                                                                                                            |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
|                                                                                                                                                   |   | ** 2017**                                                                                                                                                |   | ** 2016**                                                                                                                                                |   | ** 2015**                                                                                                                                                |
| **CURRENT ASSETS**                                                                                                                                     |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| Cash and cash equivalents                                                                                                                              |   |  $                     -                        |   |  $                     -                        |   |  $                     -                        |
| Total Current Assets                                                                                                                                   |   |           -                                                                                                 |   |                           - |   |                           - |
| **OTHER ASSETS**                                                                                                                                       |   |                           - |   |                           - |   |                           - |
| TOTAL ASSETS                                                                                                                                           |   | $                     -                              |   |  $                     -                        |   |  $                     -                        |
|                                                                                                                                                   |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| **LIABILITIES AND STOCKHOLDERS' DEFICIENCY**                                                                                                           |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| **LIABILITIES**                                                                                                                                        |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| Accounts payable                                                                                                                                       |   |    $             7,635                                                        |   |  $             7,635                                                                    |   |  $              7,635                                                              |
| Accrued expenses                                                                                                                                       |   |                           - |   |                           - |   |                           - |
| TOTAL LIABILITIES                                                                                                                                      |   |                   7,635                                             |   |                    7,635                                       |   |                     7,635                                 |
|                                                                                                                                                   |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| **STOCKHOLDERS’ DEFICIENCY**                                                                                                                     |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |   |                                                                                                                                                          |
| Common stock- $0.001 par value, 200,000,000 shares authorized - issued and outstanding - (37,823,104 - September 30, 2017, 2016 and 2015 respectively) |   | 378,231                                                                                                                                                       |   | 378,231                                                                                                                                                       |   | 378,231                                                                                                                                                       |
| Additional paid-in capital                                                                                                                             |   | 2,752,633                                                                                                                                                     |   | 2,752,633                                                                                                                                                     |   | 2,752,633                                                                                                                                                     |
| Accumulated deficit                                                                                                                                    |   | (3,138,499)                                                                                                                                                   |   | (3,138,499)                                                                                                                                                   |   | (3,138,499)                                                                                                                                                   |
| TOTAL STOCKHOLDERS’ DEFICIENCY                                                                                                                   |   | (7,635)                                                                                                                                                       |   | (7,635)                                                                                                                                                       |   | (7,635)                                                                                                                                                       |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**                                                                                               |   | $                     -                              |   | $                     -                              |   | $                     -                              |

The accompanying notes are an integral part of these financial statements
|           |
|-----------|
| F-3  |

----

|  |
|--|
|                                                           |        |                                                                                                                              |        |                                                                                                                                              |        |                                                                                                                    |
|-----------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------|
| **UBL INTERACTIVE, INC.**                                 |   |                                                                                                                         |   |                                                                                                                                         |   |                                                                                                               |
| **CONSOLIDATED STATEMENT OF OPERATIONS**                  |   |                                                                                                                         |   |                                                                                                                                         |   |                                                                                                               |
| **FOR THE YEARS ENDED SEPTEMBER 30, 2017, 2016 AND 2015** |   |                                                                                                                         |   |                                                                                                                                         |
|                                                      |   | **2017**                                                                                                                     |   | **2016**                                                                                                                                     |   | **2015**                                                                                                           |
| **Revenues**                                              |   |  $               -                      |   |  $             -                                                  |   |  $        -                                                                |
| **OPERATING EXPENSES**                                    |   | -                                                                                                                            |   | -                                                                                                                                            |   | -                                                                                                                  |
| **Loss from operations**                                  |   |  -                                                                                                                      |   |                      -    |   | -                                                                               |
| **Other income(expense)**                                 |   | -                                                                                                                            |   | -                                                                                                                                            |   | -                                                                                                                  |
| Interest expense                                          |   | -                                                                                                                            |   |                      -    |   |            (573,676)                                        |
| Discontinued operations                                   |   |  -                                                                                                                      |   |                      -    |   |          4,780,277                                                    |
| **Net Income(Loss)**                                      |   |  $                  -    |   |  $                  -                    |   |  $        4,206,601                                                        |
| Weighted average shares outstanding                       |   |                                                                                                                         |   |                                                                                                                                         |   |                                                                                                               |
| Basic and fully diluted                                   |   |       37,823,104                                                                               |   |       37,823,104                                                                                               |   |        37,823,104                                                               |
| Net loss per share                                        |   |                                                                                                                         |   |                                                                                                                                         |   |                                                                                                               |
| Basic and fully diluted                                   |   |  $                  -    |   |  $                  -                    |   |   $                 0.11 |

 

  

The accompanying notes are an integral part of these financial statements
|     |
|-----|
| F-4 |

----

|                                                           |        |                                                                                                                                            |        |                                                                                                                            |        |                                                                                                                                                                                                            |
|-----------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **UBL INTERACTIVE, INC.**                                 |   |                                                                                                                                       |   |                                                                                                                       |   |                                                                                                                                                                                                       |
| **CONSOLIDATED STATEMENT OF CASH FLOWS**                  |   |                                                                                                                                       |   |                                                                                                                       |   |                                                                                                                                                                                                       |
| **FOR THE YEARS ENDED SEPTEMBER 30, 2017, 2016 AND 2015** |   |                                                                                                                                       |   |                                                                                                                       |
|                                                      |   | 2017                                                                                                                                       |   | 2016                                                                                                                       |   |  2015                                                                                                                                                                                                 |
| **Cash Flows From Operating Activities**                  |   |                                                                                                                                       |   |                                                                                                                       |   |                                                                                                                                                                                                       |
| Net income(loss)                                          |   |                                                                                                                                       |   |                                                                                                                       |   |        4,206,601                                                                                                                                                        |
| Adjustments to reconcile net income(loss) to net cash     |   |                                                                                                                                       |   |                                                                                                                       |   |                                                                                                                                                                                                       |
|   provided by (used in) operating activities    |   |                                                                                                                                       |   |                                                                                                                       |   |                                                                                                                                                                                                       |
|   (Income) loss from discontinued operations    |   |                   -                    |   |                   -    |   | 4,780,277                                                                                                                                                                         |
|   Accounts payable and accrued expenses         |   |                   -                    |   |                   -    |   | (8,622,646)                                                                                                                                                                                                |
| **Cash Provided by (Used In) Operating Activities**       |   |  

 

                  -    |   |                   -    |   |         364,232                                                                                                                                                    |
| **Cash Flows Provided by (Used In) Investing Activities** |   |                                                                                                                                       |   |                                                                                                                       |   | (33,094)                                                                                                                                                                                                   |
| **Cash Flows From Financing Activities**                  |   |                                                                                                                                       |   |                                                                                                                       |   |                                                                                                                                                                                                       |
|  Proceeds from notes payable - net                   |   |                   -                    |   |                   -    |   |    (1,477,636)                                                                                                                                                                              |
|  Proceeds from issuance of common stock              |   |                   -                    |   |                   -    |   |         453,065                                                                                                                                                    |
|  Other liabilities                                   |   |                   -                    |   |                   -    |   |         (42,129)                                                                                                                                                   |
| **Cash Provided By (Used In) Financing Activities**       |   |  

 

                  -    |   |                   -    |   |    (1,066,700)                                                                                                                                                                              |
| **Net change in Cash**                                    |   |                   -                    |   |                   -    |   |       (735,562)                                                                                                                                                              |
| **Cash and Cash Equivalents - Beginning of year**         |   |                   -                    |   |                   -    |   |         735,562                                                                                                                                                    |
| **Cash and Cash Equivalents -End of year**                |   |  

$                 -                      |   |  $                -              |   |  $                               -    |

 

The accompanying notes are an integral part of these financial statements

  
|     |
|-----|
| F-5 |

----

|   |
|--------|

 
|                                                             |                                                                                                                                  |                                                                                                                                              |                                                                                                                                              |                                                                                                                                                                                        |                                                                                                                                              |
|-------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| **UBL INTERACTIVE, INC.**                                   |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| **CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)** |                                                                                                                             |                                                                                                                                         |
| **FOR THE YEARS ENDED SEPTEMBER 30, 2017, 2016 AND 2015**   |                                                                                                                             |                                                                                                                                         |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
|                                                        | ** COMMON STOCK**                                                                                                           | ** PAID-IN**                                                                                                                            | ** ACCUMULATED**                                                                                                                        |                                                                                                                                                                                   |
|                                                        | ** SHARES**                                                                                                                 | ** AMOUNT**                                                                                                                             | ** CAPITAL**                                                                                                                            | ** DEFICIT**                                                                                                                                                                      | ** TOTALS**                                                                                                                             |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Balance - 

October 1, 2014                                 |  $   34,623,089                                                                                                   |  $        346,231                                                                                    |  $     2,331,568                                                                                                    |  $          (7,345,100)                                                                                                              |  $   (4,667,301)                                                                                                              |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Shares issued for cash                                      |       3,200,015                                                                                    |              32,000                                                         |            421,065                                                                    |                             -    |            453,065                                                                    |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Net Income - 

September 30, 2015                           |                    -    |                      -    |                      -    |                4,206,601                                                                                    |         4,206,601                                                                                    |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Balance -

September 30, 2015                               |     37,823,104                                                                                               |            378,231                                                                    |         2,752,633                                                                                    |              (3,138,499)                                                                                              |              (7,635)                                                        |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Net income(loss) - September 30, 2016                       |                    -    |                      -    |                      -    |                             -    |                      -    |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Balance - 

September 30, 2016                              |     37,823,104                                                                                               |            378,231                                                                    |         2,752,633                                                                                    |              (3,138,499)                                                                                              |              (7,635)                                                        |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Net income(loss) - September 30, 2017                       |                    -    |                      -    |                      -    |                             -    |                      -    |
|                                                        |                                                                                                                             |                                                                                                                                         |                                                                                                                                         |                                                                                                                                                                                   |                                                                                                                                         |
| Balance - 

September 30, 2017                              | $    37,823,104                                                                                                   |  $        378,231                                                                                    |  $     2,752,633                                                                                                    |  $          (3,138,499)                                                                                                              |  $          (7,635)                                                                        |
|  

 The accompanying notes are an integral part of these financial statements

  |
|-------------------------------------------------------------------------------------------------|
| F-6                                                                                             |

----

**UBL INTERACTIVE, INC.**

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2017, 2016 AND 2015**

**Note 1 - Organization and Operations**

 

*UBL Interactive, Inc.*

 

UBL Interactive, Inc. (“UBL” or the “Company”) was incorporated under the laws of the State of Delaware on September 30, 2009. The Company provided public identity services to businesses by managing their online profile information and distributing this information uniformly to search engines, directory publishers, social networks and mobile services until operations had ceased in July 2015.

 

**Note 2 - Significant and Critical Accounting Policies and Practices**

** **

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

*Basis of Presentation*

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which contemplate continuation of the Company as a going concern.

 

*Fiscal Year-End*

 

The Company elected September 30 as its fiscal year-end date.

 

*Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions*

 

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 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 revenues and expenses during the reporting periods.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

 
|        |           |                                                                                                                                                                                                               |
|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i)  | *Cessation of operations:* The Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business; |
|   |      |                                                                                                                                                                                                          |

----

|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (ii)  | *Valuation allowance for deferred tax assets:* Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry-forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors; |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (iii)      | *Estimates and assumptions used in valuation of convertible debt and equity instruments:* Management estimates the fair value of the derivative warrant issued in connection with the Company’s convertible promissory notes, using a lattice model, with the assistance of an independent valuation expert.                                                                                                                                                                                                                                                                                                                                                                                                               |

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

*Principles of Consolidation*

 

The Company applies the guidance of Topic 810 *“Consolidation”*of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries-all entities in which a parent has a controlling financial interest-shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. 

 

All inter-company balances and transactions have been eliminated.

 

*Related Parties*

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the 

----

management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

 *Commitments and Contingencies*

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

  

*Deferred Tax Assets and Income Taxes Provision*

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

 

----

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

*Tax years that remain subject to examination by major tax jurisdictions*

 

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

 

*Net loss per common share*

 

The Company computes net income or loss per share in accordance with ASC 260 *Earnings Per Share*. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

 

*Discontinued operations*

 

We discontinued operations during the fiscal year ended September 30, 2015. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact we have no assets or liabilities related to an operating business as of September 30, 2017, 2016 or 2015. All items of income and expense for the periods presented, other than interest expense, related to discontinued operations.

 

*Cash Flows Reporting*

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

*Subsequent Events*

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

*Recently Issued Accounting Pronouncements*

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

----

**Note 3 - Going Concern**

 

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, *“Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”)*.

 

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern.

 

The Company’s consolidated financial statements have been prepared on the basis that the Company has ceased operations for the time being and is in the process of pursuing business opportunities for the Company to resume as a going concern.

 

As reflected in the consolidated financial statements, the Company had an accumulated deficit at September 30, 2017, 2016 and 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern in the future once it acquires a viable entity.

 

**Note 4 - Notes Payable**

** **

*SBA Loan - Default and Contingent Liability*

 

Prior to September 2010, the Company issued a note with the principal in the amount of $386,300 to the United States Small Business Administration ("SBA") with the following terms and conditions:

 
|        |         |                           |
|--------|---------|---------------------------|
|   | ● | Maturing in January 2036; |
|        |         |                           |
|--------|---------|---------------------------|
|   | ● | Interest at 4% per annum; |
|        |         |                                                  |
|--------|---------|--------------------------------------------------|
|   | ● | Monthly principal and interest payment of $1,944 |

 

*Default and Potential Violation*

 

The Company has been in violation of certain covenants contained in this note since 2011. The circumstances that potentially led to these violations have not been cured. The Company ceased operations in July 2015, and as result this loan was not repaid and has been written off, since no claim has been made by the creditor once the Company was put into receivership in August 2017.

 

*Notes Payable - Related Party*

** 

*Debt Offering (A)*

 

In August 2014, the Company issued an unsecured promissory note with the principal in the amount of $100,000 to Radeon, LLC with the following terms and conditions:

 
|        |         |                            |
|--------|---------|----------------------------|
|   | ● | Maturing October 30, 2014, |
|        |         |                                                                   |
|--------|---------|-------------------------------------------------------------------|
|   | ● | Interest rate at 6% per annum, with interest payable on maturity, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 18% per annum, |
|        |         |                                                                                                                |
|--------|---------|----------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 500,000 shares of common stock, with an exercise price of $0.15 per share. |

** **

----

The fair value of the warrants issued with the note was recorded as a debt discount of $30,400 and shall be amortized over the life of the debt to interest expense.

 

On December 24, 2014 the maturity date of the note was extended from October 30, 2014 to February 28, 2015. As consideration for the extension, the Company agreed to pay the note holder $1,000, to be paid at the extended maturity date of the note. This note was never paid since the Company ceased operations in July 2015 and went into receivership in August 2017 with no claims being made by the creditor.* *

** 

*Debt Offering (B)*

 

In August 2014, the Company issued an unsecured promissory note with the principal in the amount of $100,000 to the Edmonds-Jaques Family Trust dated 06/13/03 with the following terms and conditions:

 
|        |         |                            |
|--------|---------|----------------------------|
|   | ● | Maturing October 14, 2014, |
|        |         |                                                                   |
|--------|---------|-------------------------------------------------------------------|
|   | ● | Interest rate at 6% per annum, with interest payable on maturity, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 18% per annum, |
|        |         |                                                                                                                |
|--------|---------|----------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 500,000 shares of common stock, with an exercise price of $0.15 per share. |

** **

The fair value of the warrants issued with the note was recorded as a debt discount of $28,065 and shall be amortized over the life of the debt to interest expense.

 

On December 22, 2014 the maturity date of the note was extended from October 14, 2014 to February 28, 2015. As consideration for the extension, the Company agreed to pay the note holder $1,000, to be paid at the extended maturity date of the note. This note was never paid since the Company ceased operations in July 2015 and went into receivership in August 2017 with no claims being made by the creditor.

 

*Debt Offering (C)*

 

In August 2014, the Company issued an unsecured promissory note with the principal in the amount of $100,000 to Radeon, LLC with the following terms and conditions:

 
|        |         |                             |
|--------|---------|-----------------------------|
|   | ● | Maturing December 30, 2014, |
|        |         |                                                                   |
|--------|---------|-------------------------------------------------------------------|
|   | ● | Interest rate at 6% per annum, with interest payable on maturity, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 18% per annum, |
|        |         |                                                                                                                |
|--------|---------|----------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 500,000 shares of common stock, with an exercise price of $0.15 per share. |

** **

The fair value of the warrants issued with the note was recorded as a debt discount of $30,405 and shall be amortized over the life of the debt to interest expense.

 

On December 22, 2014 the maturity date of the note was extended from December 30, 2014 to February 28, 2015. As consideration for the extension, the Company agreed to pay the note holder $1,000, to be paid at the extended maturity date of the note. This note was never paid since the Company ceased operations in July 2015 and went into receivership in August 2017 with no claims being made by the creditor.

 

**Note 5 - Convertible Notes Payable**

 

*Debt Offering (A)*

 

----

On May 3, 2011, June 13, 2011 and August 1, 2011, the Company sold three (3) $25,000 notes or $75,000 in aggregate of unsecured, subordinated convertible notes (the "Notes") with the following terms and conditions:

 
|        |         |                                                                              |
|--------|---------|------------------------------------------------------------------------------|
|   | ● | Maturity dates ranging from October 1, 2011 to December 31, 2014 as amended; |
|        |         |                                                                    |
|--------|---------|--------------------------------------------------------------------|
|   | ● | Interest rate at 10% per annum, with interest payable at maturity; |
|        |         |                                                  |
|--------|---------|--------------------------------------------------|
|   | ● | Convertible (see further description below); and |
|        |         |                                                                                                                                                                                          |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ● | Subordinate to any senior debt, mezzanine debt, secured debt, or other creditors having priority by law or agreement of the Company as may be incurred by the Company prior to maturity. |

 

*Conversion Feature - Convertible Notes*

 

In the event the Company consummates, prior to the maturity date of the Notes, an equity financing pursuant to which it sells shares of its common stock with the aggregate gross proceeds of not less than $5 million (a “Qualified Financing”), then the note holder has the right to either (i) exercise the option to call the notes due, whereby the Company shall repay the balance of the notes, including the unpaid principal and all accrued interest; or (ii) exercise the conversion option of converting all of the amounts due from the Company for additional shares. The conversion price shall be the lesser of (i) an amount equal to ninety percent (90%) of the then offering price of such additional shares, or (ii) $0.15 per share.

 

If the Company does not engage in a Qualified Financing on or prior to the maturity date of the Notes, the holder of the note may exercise the option of converting the Notes, including all principal and accrued interest, into shares of the Company's common stock at a conversion price of $0.15 per share. If the option is not exercised on the maturity date the conversion option will cease to exist.

 

Because these conversion features are variable, management has concluded that the features cannot be indexed solely to the Company’s own stock and therefore are precluded from equity classification. As a result, the features must be accounted for as derivative liabilities.

 

These notes were never paid since the Company ceased operations in July 2015 and went into receivership in August 2017 with no claims being made by the creditors.

  

*Debt Offering (B)*

 

On January 31, 2012, the Company sold two (2) $130,000 notes or $260,000 in aggregate of secured, subordinated convertible notes (the "Notes") with the following terms and conditions:

 
|        |         |                                                      |
|--------|---------|------------------------------------------------------|
|   | ● | Maturing on January 31, 2015 as amended (see below), |
|        |         |                                                                     |
|--------|---------|---------------------------------------------------------------------|
|   | ● | Interest rate at 5% per annum, with interest payable semi-annually, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 10% per annum, |
|        |         |                                                                                            |
|--------|---------|--------------------------------------------------------------------------------------------|
|   | ● | Convertible to common shares at $0.10 per share (see discussion of ratchet feature below), |
|        |         |                                                                                                                    |
|--------|---------|--------------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 780,000 shares of common stock, with an exercise price of $0.15 per share; and |
|        |         |                                       |
|--------|---------|---------------------------------------|
|   | ● | Secured by all assets of the Company. |

 

----

Since the Company ceased operations in July 2015 and went into receivership in August 2017, these notes have been written off as uncollectible by the Company and any features attached to them thereon, as no claim was made to the Receiver by the creditor.

  

*Debt Offering (C)*

 

On November 19, 2012, the Company sold two (2) $102,500 notes or $205,000 in aggregate of secured, subordinated convertible notes (the "Notes") with the following terms and conditions:

 
|        |         |                                                      |
|--------|---------|------------------------------------------------------|
|   | ● | Maturing on January 31, 2015 as amended (see below), |
|        |         |                                                                     |
|--------|---------|---------------------------------------------------------------------|
|   | ● | Interest rate at 5% per annum, with interest payable semi-annually, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 10% per annum, |
|        |         |                                                                                            |
|--------|---------|--------------------------------------------------------------------------------------------|
|   | ● | Convertible to common shares at $0.10 per share (see discussion of ratchet feature below), |
|        |         |                                                                                                                    |
|--------|---------|--------------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 615,000 shares of common stock, with an exercise price of $0.15 per share; and |
|        |         |                                       |
|--------|---------|---------------------------------------|
|   | ● | Secured by all assets of the Company. |

 

Since the Company ceased operations in July 2015 and went into receivership in August 2017, these notes have been written off as uncollectible by the Company and any features attached to them thereon, as no claim was made to the Receiver by the creditor.

 

*Debt Offering (D)*

 

On July 19, 2013, the Company sold $250,000 in aggregate of secured, subordinated convertible notes (the "Notes") to three (3) note holders with the following terms and conditions:

 
|        |         |                               |
|--------|---------|-------------------------------|
|   | ● | Maturing on January 31, 2015, |
|        |         |                                                                     |
|--------|---------|---------------------------------------------------------------------|
|   | ● | Interest rate at 5% per annum, with interest payable semi-annually, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 10% per annum, |
|        |         |                                                                                            |
|--------|---------|--------------------------------------------------------------------------------------------|
|   | ● | Convertible to common shares at $0.10 per share (see discussion of ratchet feature below), |
|        |         |                                                                                                                    |
|--------|---------|--------------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 750,000 shares of common stock, with an exercise price of $0.15 per share; and |
|        |         |                                       |
|--------|---------|---------------------------------------|
|   | ● | Secured by all assets of the Company. |

 

Since the Company ceased operations in July 2015 and went into receivership in August 2017, these notes have been written off as uncollectible by the Company and any features attached to them thereon, as no claim was made to the Receiver by the creditor.

 

*Debt Offering (E)*

 

On October 18, 2013, the Company sold $280,000 in aggregate of secured, subordinated convertible notes (the "Notes") to three (3) note holders with the following terms and conditions:

 
|        |         |                               |
|--------|---------|-------------------------------|
|   | ● | Maturing on January 31, 2015, |

----

|        |         |                                                                     |
|--------|---------|---------------------------------------------------------------------|
|   | ● | Interest rate at 5% per annum, with interest payable semi-annually, |
|        |         |                                         |
|--------|---------|-----------------------------------------|
|   | ● | Default interest rate is 10% per annum, |
|        |         |                                                                                            |
|--------|---------|--------------------------------------------------------------------------------------------|
|   | ● | Convertible to common shares at $0.10 per share (see discussion of ratchet feature below), |
|        |         |                                                                                                                                                            |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ● | Three (3) year warrants to purchase 1,400,000 shares of common stock, with an exercise price of $0.15 per share; and secured by all assets of the Company. |

 

Since the Company ceased operations in July 2015 and went into receivership in August 2017, these notes have been written off as uncollectible by the Company and any features attached to them thereon, as no claim was made to the Receiver by the creditor.

** **

**Note 6 - Stockholders’ Deficit**

 

*Common Stock*

 

During the year ended September 30, 2015, the Company issued 3,200,015 in common stock for cash consideration of $60,234.

 

*Stock Options*

 

All stock options in 2015 were cancelled once the Company ceased operations.

** **

**Note 7****-****Subsequent Events**

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the consolidated financial statements were issued to determine if they must be reported. In November 2017 there was an order from the court to pay the amount owing of approximately $7,600 assumed by Mr. William Alessi. The order stated that the Company is to issue a total of 4,175,000 shares of common stock without restriction and exempt from registration.

----

**Note 8 - Interim Period Disclosures**

 

The unaudited consolidated balance sheets for the interim periods in the year ended September 30, 2017, as presented below:
|                                                                                                                                                                      |        |                                                                                                                                  |        |                                                                                                                                  |        |                                                                                                                                              |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
| **UBL INTERACTIVE, INC.**                                                                                                                                            |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| **CONSOLIDATED BALANCE SHEETS**                                                                                                                                      |   | ** **                                                                                                                       |   | ** **                                                                                                                       |   | ** **                                                                                                                                   |
| (Unaudited)                                                                                                                                                          |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
|                                                                                                                                                                 |   | **June 30,**                                                                                                                     |   | **March 31,**                                                                                                                    |   | **December 31,**                                                                                                                             |
|                                                                                                                                                                 |   | **2017**                                                                                                                         |   | **2017**                                                                                                                         |   | **2016**                                                                                                                                     |
| **Current Assets**                                                                                                                                                   |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Cash and cash equivalents                                                                                                                                            |   |  $                  -        |   |  $                  -        |   |  $                   -              |
| Total Current Assets                                                                                                                                                 |   |                    -    |   |                    -    |   |                      -    |
| **Other Assets**                                                                                                                                                     |   | -                                                                                                                                |   | -                                                                                                                                |   | -                                                                                                                                            |
| **Total Assets**                                                                                                                                                     |   |  $                  -        |   |  $                  -        |   |  $                   -              |
| **Liabilities and Stockholders' Deficit**                                                                                                                            |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| **Current Liabilities**                                                                                                                                              |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Accounts payable and accrued liabilities                                                                                                                             |   |   $           7,635                                                  |   |  $           7,635                                                        |   |  $            7,635                                                              |
|                                                                                                                                                                 |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| **Total Current Liabilities**                                                                                                                                        |   |               7,635                                        |   |               7,635                                        |   |                7,635                                              |
| **STOCKHOLDERS' DEFICIT**                                                                                                                                            |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Preferred stock, $0.01 par value, 10,000,000 shares authorized- issued and outstanding - none                                                                        |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Common stock, $0.01 par value, 200,000,000 shares authorized - issued and outstanding - 37,823,104, June 30, 2017, March 31, 2017 and December 31, 2016 respectively |   |           378,231                                                              |   |           378,231                                                              |   |            378,231                                                                    |
| Additional paid-in capital                                                                                                                                           |   |        2,752,633                                                                              |   |        2,752,633                                                                              |   |         2,752,633                                                                                    |
| Accumulated deficit                                                                                                                                                  |   |      (3,138,499)                                                                                        |   |      (3,138,499)                                                                                        |   |        (3,138,499)                                                                                        |
| **Total Stockholders' Deficit**                                                                                                                                      |   |             (7,635)                                                  |   |             (7,635)                                                  |   |               (7,635)                                                  |
| **Total Liabilities and Stockholders' Deficit**                                                                                                                      |   |  $                  -        |   |  $                  -        |   |  $                   -              |

----

The unaudited consolidated balance sheets for the interim periods in the year ended September 30, 2016, as presented below:
|                                                                                                                                                                            |        |                                                                                                                                  |        |                                                                                                                                  |        |                                                                                                                                              |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                       |   | **June 30,**                                                                                                                     |   | **March 31,**                                                                                                                    |   | **December 31,**                                                                                                                             |
|                                                                                                                                                                       |   | **2016**                                                                                                                         |   | **2016**                                                                                                                         |   | **2015**                                                                                                                                     |
| **Current Assets**                                                                                                                                                         |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Cash                                                                                                                                                                       |   |  $                -                    |   |  $                -                    |   |  $                  -                    |
| Total Current Assets                                                                                                                                                       |   |                    -    |   |                    -    |   |                      -    |
| **Other Assets**                                                                                                                                                           |   | -                                                                                                                                |   | -                                                                                                                                |   | -                                                                                                                                            |
|                                                                                                                                                                       |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| **Total Assets**                                                                                                                                                           |   |  $                -                    |   |  $                -                    |   |  $                  -                    |
|                                                                                                                                                                       |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| **Liabilities and Stockholders' Deficit**                                                                                                                                  |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| **Current Liabilities**                                                                                                                                                    |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Accounts payable and accrued liabilities                                                                                                                                   |   |  $           7,635                                                        |   |  $           7,635                                                        |   |  $            7,635                                                              |
| **Total Current Liabilities**                                                                                                                                              |   |               7,635                                        |   |               7,635                                        |   |                7,635                                              |
| **STOCKHOLDERS' DEFICIT**                                                                                                                                                  |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
| Preferred stock, $0.01 par value, 10,000,000 shares authorized  - issued and outstanding - none                                                                       |   |                                                                                                                             |   |                                                                                                                             |   |                                                                                                                                         |
|  Common stock, $0.01 par value, 200,000,000 shares authorized - issued and outstanding - 37,823,104, June 30, 2016, March 31, 2016 and December 31, 2015 respectively |   |           378,231                                                              |   |           378,231                                                              |   |            378,231                                                                    |
| Additional paid-in capital                                                                                                                                                 |   |        2,752,633                                                                              |   |        2,752,633                                                                              |   |         2,752,633                                                                                    |
| Accumulated deficit                                                                                                                                                        |   |      (3,138,499)                                                                                        |   |      (3,138,499)                                                                                        |   |        (3,138,499)                                                                                        |
| **Total Stockholders' Deficit**                                                                                                                                            |   |             (7,635)                                                  |   |             (7,635)                                                  |   |               (7,635)                                                  |
| **Total Liabilities and Stockholders' Deficit**                                                                                                                            |   |  $                -                    |   |  $                -                    |   |  $                  -                    |

----

The unaudited consolidated balance sheet for the interim period December 31, 2017, as presented below:
|                                                                                                                             |        |                                                                                                                                                                                                                              |
|-----------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                        |   | **December 31,**                                                                                                                                                                                                             |
|                                                                                                                        |   | **2017**                                                                                                                                                                                                                     |
| **Current Assets**                                                                                                          |   |                                                                                                                                                                                                                         |
| Cash                                                                                                                        |   |  $                                  -    |
| Total Current Assets                                                                                                        |   |                    -                                                                                                |
| **Other Assets**                                                                                                            |   | -                                                                                                                                                                                                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                         |
| **Total Assets**                                                                                                            |   |  $                                  -    |
|                                                                                                                        |   |                                                                                                                                                                                                                         |
| **Liabilities and Stockholders' Deficit**                                                                                   |   |                                                                                                                                                                                                                         |
| **Current Liabilities**                                                                                                     |   |                                                                                                                                                                                                                         |
| Accounts payable and accrued liabilities                                                                                    |   |  $                         7,635                                                                |
| **Total Current Liabilities**                                                                                               |   |               7,635                                                                                                                                    |
| **STOCKHOLDERS' DEFICIT**                                                                                                   |   |                                                                                                                                                                                                                         |
| Preferred stock, $0.01 par value, 10,000,000 shares authorized  - issued and outstanding - none                        |   |                                                                                                                                                                                                                         |
|  Common stock, $0.01 par value, 200,000,000 shares authorized - issued and outstanding - 37,823,104, December 31, 2017 |   |           378,231                                                                                                                                                          |
| Additional paid-in capital                                                                                                  |   |        2,752,633                                                                                                                                                                          |
| Accumulated deficit                                                                                                         |   |      (3,138,499)                                                                                                                                                                                    |
| **Total Stockholders' Deficit**                                                                                             |   |             (7,635)                                                                                                                                              |
| **Total Liabilities and Stockholders' Deficit**                                                                             |   |  $                               -                      |

 

Unaudited consolidated results of operations for the nine-month periods ended June 30, 2017 and 2016 are as follows:
|                                                       |        |                                                                                                                       |        |                                                                                                                       |
|-------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|
|                                                  |   | **2017**                                                                                                              |   | **2016**                                                                                                              |
| **Revenue**                                           |   | $                    - |   | $                    - |
| **Operating Expenses**                                |   |                                                                                                                  |   |                                                                                                                  |
| Loss from operations                                  |   | -                                                                                                                     |   | -                                                                                                                     |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |
| **Other Expenses**                                    |   | -                                                                                                                     |   | -                                                                                                                     |
| Interest expense                                      |   | -                                                                                                                     |   | -                                                                                                                     |
| Net amount from discontinued operations               |   | -                                                                                                                     |   | -                                                                                                                     |
| Net income (loss)                                     |   | -                                                                                                                     |   | -                                                                                                                     |
| Preferred stock dividend                              |   | -                                                                                                                     |   | -                                                                                                                     |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |
| Net income (loss) attributable to common shareholders |   | $                    - |   | $                    - |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |

----

|                                                    |        |                                                                                                                       |        |                                                                                                                       |
|----------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|
| Loss per Share attributable to common shareholders |   |                                                                                                                  |   |                                                                                                                  |
| Basic and fully diluted                            |   | $                    - |   | $                    - |
| Weighted Average Shares Outstanding                |   |                                                                                                                  |   |                                                                                                                  |
| Basic and fully diluted                            |   |     37,832,104                                                                                    |   |     37,832,104                                                                                    |

Unaudited consolidated results of operations for the three-month periods ended June 30, 2017 and 2016 are as follows:
|                                                       |        |                                                                                                                       |        |                                                                                                                       |
|-------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|
|                                                  |   | **2017**                                                                                                              |   | **2016**                                                                                                              |
| **Revenue**                                           |   | $                    - |   | $                    - |
| **Operating Expenses**                                |   |                                                                                                                  |   |                                                                                                                  |
| Loss from operations                                  |   | -                                                                                                                     |   | -                                                                                                                     |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |
| **Other Expenses**                                    |   | -                                                                                                                     |   | -                                                                                                                     |
| Interest expense                                      |   | -                                                                                                                     |   | -                                                                                                                     |
| Net amount from discontinued operations               |   | -                                                                                                                     |   | -                                                                                                                     |
| Net income (loss)                                     |   | -                                                                                                                     |   | -                                                                                                                     |
| Preferred stock dividend                              |   | -                                                                                                                     |   | -                                                                                                                     |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |
| Net income (loss) attributable to common shareholders |   | $                    - |   | $                    - |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |
| Loss per Share attributable to common shareholders    |   |                                                                                                                  |   |                                                                                                                  |
| Basic and fully diluted                               |   | $                    - |   | $                    - |
| Weighted Average Shares Outstanding                   |   |                                                                                                                  |   |                                                                                                                  |
| Basic and fully diluted                               |   |     37,832,104                                                                                    |   |     37,832,104                                                                                    |

 

Unaudited consolidated results of operations for the three and six-month periods ended March 31, 2017 and 2016, are as follows:
|                                         |        |                                                                                                                 |        |                                                                                                           |        |                                                                                                                 |        |                                                                                                                 |
|-----------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|
|                                    |   | **Three Months Ended**                                                                                          |   | **Six Months Ended**                                                                                      |
|                                    |   | **March 31,**                                                                                                   |   | **March 31,**                                                                                             |
|                                    |   | **2017**                                                                                                        |   | **2016**                                                                                                  |   | **2017**                                                                                                        |   | **2016**                                                                                                        |
| **Revenue**                             |   | $                   - |   | $                  - |   | $                   - |   | $                   - |
| **Operating Expenses**                  |   |                                                                                                            |   |                                                                                                      |   |                                                                                                            |   |                                                                                                            |
| Loss from operations                    |   | -                                                                                                               |   | -                                                                                                         |   | -                                                                                                               |   | -                                                                                                               |
|                                    |   |                                                                                                            |   |                                                                                                      |   |                                                                                                            |   |                                                                                                            |
| **Other Expenses**                      |   | -                                                                                                               |   | -                                                                                                         |   | -                                                                                                               |   | -                                                                                                               |
| Interest expense                        |   | -                                                                                                               |   | -                                                                                                         |   | -                                                                                                               |   | -                                                                                                               |
| Net amount from discontinued operations |   | -                                                                                                               |   | -                                                                                                         |   | -                                                                                                               |   | -                                                                                                               |
| Net income (loss)                       |   | -                                                                                                               |   | -                                                                                                         |   | -                                                                                                               |   | -                                                                                                               |

----

|                                                       |        |                                                                                                                 |        |                                                                                                           |        |                                                                                                                 |        |                                                                                                           |
|-------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------|
| Preferred stock dividend                              |   | -                                                                                                               |   | -                                                                                                         |   | -                                                                                                               |   | -                                                                                                         |
|                                                  |   |                                                                                                            |   |                                                                                                      |   |                                                                                                            |   |                                                                                                      |
| Net income (loss) attributable to common shareholders |   | $                   - |   | $                  - |   | $                   - |   | $                  - |
|                                                  |   |                                                                                                            |   |                                                                                                      |   |                                                                                                            |   |                                                                                                      |
| Loss per Share attributable to common shareholders    |   |                                                                                                            |   |                                                                                                      |   |                                                                                                            |   |                                                                                                      |
| Basic and fully diluted                               |   | $                   - |   | $                  - |   | $                   - |   | $                  - |
| Weighted Average Shares Outstanding                   |   |                                                                                                            |   |                                                                                                      |   |                                                                                                            |   |                                                                                                      |
| Basic and fully diluted                               |   |   37,832,104                                                                                          |   |   37,832,104                                                                                    |   |   37,832,104                                                                                          |   |   37,832,104                                                                                    |

 

Unaudited consolidated results of operations for the three-month periods ended December 31, 2017, 2016 and 2015, are as follows:
|                                                       |        |                                                                                                                       |        |                                                                                                                       |        |                                                                                                                             |
|-------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------|
|                                                  |   | **2017**                                                                                                              |   | **2016**                                                                                                              |   | **2015**                                                                                                                    |
| **Revenue**                                           |   | $                    - |   | $                    - |   | $                     - |
| **Operating Expenses**                                |   |                                                                                                                  |   |                                                                                                                  |   |                                                                                                                        |
| Loss from operations                                  |   | -                                                                                                                     |   | -                                                                                                                     |   | -                                                                                                                           |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |   |                                                                                                                        |
| **Other Expenses**                                    |   | -                                                                                                                     |   | -                                                                                                                     |   | -                                                                                                                           |
| Interest expense                                      |   | -                                                                                                                     |   | -                                                                                                                     |   | -                                                                                                                           |
| Net amount from discontinued operations               |   | -                                                                                                                     |   | -                                                                                                                     |   | -                                                                                                                           |
| Net income (loss)                                     |   | -                                                                                                                     |   | -                                                                                                                     |   | -                                                                                                                           |
| Preferred stock dividend                              |   | -                                                                                                                     |   | -                                                                                                                     |   | -                                                                                                                           |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |   |                                                                                                                        |
| Net income (loss) attributable to common shareholders |   | $                    - |   | $                    - |   | $                     - |
|                                                  |   |                                                                                                                  |   |                                                                                                                  |   |                                                                                                                        |
| Loss per Share attributable to common shareholders    |   |                                                                                                                  |   |                                                                                                                  |   |                                                                                                                        |
| Basic and fully diluted                               |   | $                    - |   | $                    - |   | $                     - |
| Weighted Average Shares Outstanding                   |   |                                                                                                                  |   |                                                                                                                  |   |                                                                                                                        |
| Basic and fully diluted                               |   |     37,832,104                                                                                    |   |     37,832,104                                                                                    |   |     37,832,104                                                                                          |

 

Unaudited consolidated cash flows for the nine-month periods ended June 30, 2017 and 2016 are as follows:
|                                                                |        |                                                                                              |        |                                                                                              |
|----------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|
|                                                           |   | ** 2017**                                                                               |   | ** 2016**                                                                               |
| **CASH FLOWS FROM OPERATING EXPENSES**                         |   |                                                                                         |   |                                                                                         |
| Net income(loss)                                               |   |  $          -                    |   |  $          -                    |
| Adjustments to reconcile net cash used in operating activities |   |                                                                                         |   |                                                                                         |
| Net income from discontinued operations                        |   |                                                                                         |   |                                                                                         |
| Accounts payable and accrued expenses                          |   |                                                                                         |   |                                                                                         |
| **Cash Provided by (Used In) Operating Activities**            |   |              -    |   |              -    |
|                                                           |   |                                                                                         |   |                                                                                         |
| **Cash Provided by (Used In) Investing Activities**            |   |              -    |   |              -    |
|                                                           |   |                                                                                         |   |                                                                                         |

----

|                                                   |        |                                                                                              |        |                                                                                              |
|---------------------------------------------------|--------|----------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|
| **Net change in Cash**                            |   |              -    |   |              -    |
|                                              |   |                                                                                         |   |                                                                                         |
| **Cash and Cash Equivalents - Beginning of year** |   |              -    |   |              -    |
| **Cash and Cash Equivalents - End of year**       |   |  $          -                    |   |  $          -                    |

 

Unaudited consolidated cash flows for the six-month periods ended March 31, 2017 and 2016, are as follows:
|                                                                       |        |                                                                                                          |        |                                                                                                                      |
|-----------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------|
|                                                                  |   | ** 2017**                                                                                           |   | ** 2016**                                                                                                       |
| **CASH FLOWS FROM OPERATING EXPENSES**                                |   |                                                                                                     |   |                                                                                                                 |
| Net income(loss)                                                      |   |  $            -                    |   |  $             -                          |
| Adjustments to reconcile net cash used in operating activities - None |   |                                                                                                     |   |                                                                                                                 |
| **Cash Provided By(Used In) Operating Activities**                    |   |                -    |   |                  -    |
|                                                                  |   |                                                                                                     |   |                                                                                                                 |
| **Cash Provided by (Used In) Investing Activities**                   |   |                -    |   |                  -    |
|                                                                  |   |                                                                                                     |   |                                                                                                                 |
| **Net change in Cash**                                                |   |                -    |   |                  -    |
|                                                                  |   |                                                                                                     |   |                                                                                                                 |
| **Cash and Cash Equivalents - Beginning of year**                     |   |                -    |   |                  -    |
|                                                                  |   |                                                                                                     |   |                                                                                                                 |
| **Cash and Cash Equivalents - End of year**                           |   |  $            -                    |   |  $             -                          |

 

Unaudited consolidated cash flows for the three-month periods ended December 31, 2017, 2016 and 2015, are as follows:
|                                                                |        |                                                                                                                |        |                                                                                                                |        |                                                                                              |
|----------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|
|                                                           |   | **2017**                                                                                                       |   | **2016**                                                                                                       |   | **2015**                                                                                     |
| **CASH FLOWS FROM OPERATING EXPENSES**                         |   |                                                                                                           |   |                                                                                                           |   |                                                                                         |
| Net income(loss)                                               |   |  $            -                          |   |  $            -                          |   |  $          -                    |
| Adjustments to reconcile net cash used in operating activities |   |                                                                                                           |   |                                                                                                           |   |                                                                                         |
| **Cash Provided By (Used In) Operating Activities**            |   |                 -    |   |                 -    |   |              -    |
|                                                           |   |                                                                                                           |   |                                                                                                           |   |                                                                                         |
| **Cash Provided by (Used In) Investing Activities**            |   |                 -    |   |                 -    |   |              -    |
|                                                           |   |                                                                                                           |   |                                                                                                           |   |                                                                                         |
| **Net change in Cash**                                         |   |                 -    |   |                 -    |   |              -    |
|                                                           |   |                                                                                                           |   |                                                                                                           |   |                                                                                         |
| **Cash and Cash Equivalents - Beginning of period**            |   |                 -    |   |                 -    |   |              -    |
|                                                           |   |                                                                                                           |   |                                                                                                           |   |                                                                                         |
| **Cash and Cash Equivalents - End of period**                  |   |  $            -                          |   |  $             -                    |   |  $          -                    |

 

----