UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 31, 2014

or

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

For the transition period from __________________________________ to _________________________________

Commission File Number 333-190391

ARGAN BEAUTY CORP.
(Exact name of registrant as specified in its charter)

49 (0) 1738264717
(Registrant’s telephone number, including area code)

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[X] YES      [   ] NO

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

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES      [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
29,950,000 common shares issued and outstanding as of October 20, 2014.

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Item 1.           Financial Statements

The condensed interim financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

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ARGAN BEAUTY CORP.

CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2014

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ARGAN BEAUTY CORP.

TABLE OF CONTENTS

AUGUST 31, 2014

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ARGAN BEAUTY CORP.
BALANCE SHEETS

See accompanying notes to condensed financial statements.

F-1

ARGAN BEAUTY CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

See accompanying notes to condensed financial statements.

F-2

ARGAN BEAUTY CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

See accompanying notes to condensed financial statements.

F-3

ARGAN BEAUTY CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2014

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

ARGAN BEAUTY CORP. is a development stage company registered in the State of Nevada on April 15, 2013 formed to distribute Argan Oil products. ARGAN BEAUTY CORP. will position itself to take full advantage of the distributing Argan oil products from manufacturers to customers.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a May 31 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,171 of cash as of May 31, 2014 and $ 1,432 as of August 31, 2014.

Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

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ARGAN BEAUTY CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2014

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2014.

Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements
ARGAN BEAUTY CORP. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of August 31, 2014. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 – LOAN FROM DIRECTOR

As of August 31, 2014, a director loaned $8,216 to the Company for business operations. The loans are unsecured, non-interest bearing and due on demand.

The balance due to the director was $8,216 as of August 31, 2014.

NOTE 5 – COMMON STOCK

The Company has 525,000,000, $0.001 par value shares of common stock authorized.

On May 13, 2013, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share.

On November 15, 2013, the Company issued 1, 250,000 shares of common stock for cash proceeds of $ 25,000 at $0.02 per share.

On July 30, 2014, the Company effected a 7 new for 1 old split of its issued and outstanding shares resulting in 29,750,000 shares outstanding and with an increase in the authorized capital of the Company to 525,000,000.

There were 29,750,000 shares of common stock issued and outstanding as of August 31, 2014.

F-5

ARGAN BEAUTY CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2014

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – SUBSEQUENT EVENTS

The Company is offering, on a private placement basis, units of the Company (each a “Unit”), at a subscription price of U.S. $0.30 per Unit, with each Unit consisting of one share of common stock and one non-transferable common stock share purchase warrant (each a “Warrant”), and with each such Warrant entitling the subscribers to purchase one additional common share of the Company (each a “Warrant Share”), for the period commencing upon the date of issuance of the within Units by the Company and ending on the day which is three years from the date of issuance of the Units, at an exercise price of U.S. $0.50 Per Warrant Share. The private placement offering of Units by the Company is not subject to any minimum subscription.

Pursuant to the above private placement, on September 17, 2014, the Company entered into a Share Purchase Agreement with one non-US investor pursuant to Regulation S, under the Securities Act of 1933, as amended. Pursuant to the purchase agreement, the investor purchased 50,000 Units of the Company and accordingly the Company issued 50,000 shares of its common stock and 50,000 Warrants for $15,000, at a value of $0.30 per Unit which represents a 33% discount of the then current market value of the Company’s common stock.

Pursuant to the above private placement, on September 18, 2014, the Company entered into a Share Purchase Agreement with one US investor pursuant to Rule 506 of Regulation D, under the Securities Act of 1933, as amended. Pursuant to the purchase agreement, the investor purchased 150,000 Units of the Company and accordingly the Company issued 150,000 shares of its common stock and 150,000 Warrants for $30,000, at a value of $0.30 per Unit which represents a 33% discount of the then current market value of the Company’s common stock.

In accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to August 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company” mean Argan Beauty Corp., unless the context clearly requires or states otherwise.

Corporate Overview

We were incorporated in the State of Nevada on April 15, 2013. Our company is planning to be a distributor of Argan oil and Argan oil products to stores, spas, massage therapy offices and individuals in Germany. We intend to bring the 100% pure and organic Argan oil and skin products made with Argan oil directly from the manufacturers in Morocco to Germany and in the future to the rest of Europe. We expect to generate revenues from sales of our products to individual customers and commercial customers such as spas, stores and massage therapy offices. Both individual and commercial customers will be able to order our products by telephone, our website www.arganbeautycorp.com using our special contact form, or directly at an arranged meeting with our representative. We will import 100% pure Argan oil and all the skin care products made with Argan oil straight from the manufacturer in Morocco and deliver them to our clients in Germany without the help of commission base agents.

At this stage, we have no revenues. The only operations we have engaged in are preparing our business plan and the development of our website. Our potential client list consists of 4 companies ranging from beauty stores, spas and massage therapy offices.

The majority of our business will be initially marketed in Germany but as our operations expand, we plan to expand to other European markets. We are also looking at opportunities to expand our operations and product lines in the USA market.

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Our company will focus on providing helpful customer service. We will have vast selection of products as well as same-day delivery services within 100 miles radius. We also offer a no minimum order size and no shipping charges, as well as returns of unused, saleable products for an instant credit.

On July 31, 2014, our company’s board of directors approved a resolution to effect a 7 new for 1 old forward split of our authorized, issued and outstanding shares of common stock. A Certificate of Change for the stock split was filed and became effective with the Nevada Secretary of State on August 19, 2014. Consequently, our authorized share capital increases from 75,000,000 to 525,000,000 shares of common stock and our issued and outstanding common stock increases from 4,250,000 to 29,750,000 shares, all with a par value of $0.001.

The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of August 19, 2014. Our new CUSIP number is 04014V206.

Our principal executive office is located at Faraday Str. 31, Leipzig, Germany, 04159. Our telephone number is 49 (0) 173 8264 717.

One June 1, 2013, we entered into a web site design agreement with Smart Creations. As compensation, our company will pay Smart Creations $300 upon completion of the creation of our company’s website which was estimated to be completed on October 30, 2013. We are now looking at re-designing our website in order to better market our brand and image to consumers. This re-design should be completed prior to October 31, 2014.

Results of Operations for the Three Months Ended August 31, 2014 and 2013

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three months ended August 31, 2014 and 2013.

Our operating results for the three months ended August 31, 2014 and 2013 are summarized as follows:

Our net loss for the three months ended August 31, 2014 was $3,738. Our net loss for three months ended August 31, 2013 was $6,081. During the three months ended August 31, 2014 we did not generate any revenue.

During the three months ended August 31, 2014, our operating expenses were advertising and promotion of $15 bank service charges of $60 and professional fees of $3,663. During the three months ended August 31, 2013, our operating expenses were advertising and promotion of $36, bank service charges of $46 and professional fees of $5,999. The weighted average number of shares outstanding were 4,250,000 and 4,250,000 for the three months ended August 31, 2014 and August 31, 2013, respectively.

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Liquidity and Financial Condition

As at August 31, 2014, our total assets were $1,432 compared to $5,171 in total assets at May 31, 2014. Total assets were comprised of $2.543 in cash and cash equivalents. As at August 31, 2014, our current liabilities were $8,216 compared to $8,216 in current liabilities as at May 31, 2014. Stockholders’ equity was $(6,784) as of August 31, 2014 compared to stockholders' equity of $3,045 as of May 31, 2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three months ended August 31, 2014, net cash flows used in operating activities was $3,738 compared to $6,081 for the three months ended August 31, 2013.

Cash Flows from Investing Activities

For the three months ended August 31, 2014 and 2013 we did not have any net cash flows used in investing activities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity. For the three months ended August 31, 2014, cash flow provided by financing activities was $Nil compared to $4,500 for the three months ended August 31, 2013.

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Plan of Operation and Future Financings

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Cash Requirements

We estimate our operating expenses and working capital requirements for the twelve month period to be as follows:

At present, our cash requirements for the next 12 months outweigh the funds available to maintain our operations or development of any future properties. Of the $75,000 that we require for the next 12 months, we had $1,432 in cash as of August 31, 2014, and a working capital deficit of $6,784. Until we complete a transaction, acquisition or business combination, our cash requirements will be in regards to maintaining our corporate existence, and ensuring compliance with our SEC continuous disclosure obligations, including our financial reporting requirements. In addition, we will require additional capital in order to investigate and conclude any future transaction, acquisition or business combination. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

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Going Concern

We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended May 31, 2014, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Basis of Presentation

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). Our company has adopted a May 31 fiscal year end.

Cash and Cash Equivalents

Our company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Our company had $5,171 of cash as of May 31, 2014 and $1,432 as of August 31, 2013.

Fair Value of Financial Instruments

Our company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

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

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Revenue Recognition

Our company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, our company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2014.

Comprehensive Income

Our company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, our company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. Our company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our company’s results of operations, financial position or cash flow.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.           Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), to allow for timely decisions regarding required disclosure.

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As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.           Legal Proceedings

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

Item 1A.       Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

Our company is offering, on a private placement basis, units of our company (each a “Unit”), at a subscription price of U.S. $0.30 per Unit, with each Unit consisting of one share of common stock and one non-transferable common stock share purchase warrant (each a “Warrant”), and with each such Warrant entitling the subscriber to purchase one additional common share of our company (each a “Warrant Share”), for the period commencing upon the date of issuance of the within Units by our company and ending on the day which is three years from the date of issuance of the Units, at an exercise price of U.S. $0.50 Per Warrant Share. The private placement offering of Units by our company is not subject to any minimum subscription.

Pursuant to the above private placement, on September 17, 2014, we entered into a share purchase agreement with one non-US investor pursuant to Regulation S, under the Securities Act of 1933, as amended. Pursuant to which the investor purchased 50,000 Units of our company and accordingly we issued 50,000 shares of our common stock and 50,000 Warrants for $15,000, at a value of $0.30 per Unit which represents a 33% discount of the then current market value of our company’s common stock.

Pursuant to the above private placement, on September 18, 2014, we entered into a share purchase agreement with one US investor pursuant to Rule 506 of Regulation D, under the Securities Act of 1933, as amended. Pursuant to the purchase agreement, the investor purchased 150,000 Units of our company and accordingly we issued 150,000 shares of our common stock and 150,000 Warrants for $30,000, at a value of $0.30 per Unit which represents a 33% discount of the then current market value of our company’s common stock.

Item 3.           Defaults Upon Senior Securities

None.

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Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

Item 6.           Exhibits

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

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