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

Securities registered under Section 12(g) of the Exchange 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 þ

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 þ

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 the definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o             Accelerated filer o          Non-accelerated filer o         Smaller reporting company þ

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

Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of the last business day of the registrants’ most recently completed second fiscal quarter:  $0.00.

As of August 12, 2015 the registrant’s outstanding stock consisted of 233,566,850 common shares.

MOBILE LADS CORP.

Table of Contents

Item 1.  Description of Business

Forward-looking Statements

This annual 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", "will", "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 laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", “the Company”, and "Mobile Lads" mean Mobile Lads Corp., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

General

Mobile Lads Corp. was incorporated in the State of Nevada on March 26, 2013.  We are a development stage company with limited operating history.  Our business is advertising of products and services using SMS technology.

The way we interact and share information is changing rapidly, with mobile technology leading the way.  The way we market must also change rapidly with more tools for reaching a mobile audience.  We believe that traditional advertising has been undergoing a shift from being dominant and mobile advertising is quickly becoming one of the most effective ways to reach target audiences anytime and anywhere.

Products

Mobile marketing encompasses many different types of marketing techniques and strategies that help businesses increase profits and ROI (Return on Investment).  The most popular forms of mobile marketing today are: mobile-friendly websites, SMS Text Message Marketing, QR (Quick Response) Codes and Mobile apps.

We intend to offer the following services:

·

Mobile-friendly websites: A mobile optimized website is a website that is designed specifically for smartphones, not a desktop computer.  This is important because the small screen is much different than a 17" screen.  Mobile screen real estate is smaller and must be used much more strategically.

·

A mobile optimized website doesn't require that someone scroll left/right.  It doesn't require that someone pinch and zoom to read text, either.  On a mobile site, the navigation is built for efficiency, the images are optimized for quick loading and the content is minimized to be most effective.  Additionally, mobile-only functionality includes tap-to-call, tap-to-email and tap for Google Maps functionality, that respectfully allows mobile site visitors to call, send an email or show business location on an integrated Google maps application with only one click, without need to punch numbers or letters one by one, making it much more efficient and useful for a mobile website visitor.

·

SMS text message marketing: Sending marketing offers through cellphones SMS (Short Message Service) that enable targeted marketing in the last minute.  The Mobile Lads system relies on SMS technology with no real application needed in the mobile device.  Only basic SMS support is required which is present in every mobile phone.  From the users point of view the advertisement procedure starts when the user receives a Mobile Lads SMS ad with the advertised product, information and product identification code.  The user then simply presents the product identification code at the register at the point of sale to receive mentioned discount or special offer.

·

QR (Quick Response) codes: A QR code (quick response code) is a type of 2D bar code that is used to provide easy access to information through a smartphone application that is designed to read that bar code working in conjunction with the phone's camera.  The reader interprets the code, which typically contains a call to action such as an invitation to download a mobile application, a link to view a video or an SMS message inviting the viewer to respond to a poll.  The phone's owner can choose to act upon the call to action or click cancel and ignore the invitation.

We are not involved in developing a web based management system for our operations.  We intend to use third party applications for our needs.  We signed a web based terms and services agreement with Twilio Inc., and would act as a reseller of Twilio Inc services, (SMS messaging services).  Twilio Inc itself does not work with retail businesses.  It works only with marketers/resellers, who buy their credits/SMS in bulk.

Target Market

One of the biggest strengths of our products is that they will be utilized by any gender, age, nationality or education level.  Our products can be used in different sorts of businesses: advertising, retail, entertainment; and due to their low cost can be enjoyed by anyone who wants their business to grow.

We will focus on larger businesses with big capacity such as movie theatres, spa hotels, amusement parks, concerts, sports events and medium size businesses like restaurants, medical offices, and service companies, like cleaners, roofers, plumbers, etc.

Trademark

We do not have a trademark registered at this time.  At present, we have not established a valuable brand which requires protection.  We may register a trademark in the next 12 months when we feel that our brand is beginning to gain value and recognition.  

Government Regulation

We do not believe that government regulations will have a material impact on the way we conduct business.

Research and Development

We have not spent any amounts on research and development activities during the year ended April 30, 2015.  We anticipate that we will not incur any expenses on research and development over the next 12 months.  Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Employees and Employment Agreements

At present, we have no employees other than our two officers and directors who each devote approximately 7-10 hours a week to our business.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

Item 1A.  Risk Factors

Not applicable to smaller reporting companies.

Item 2.  Description of Property

We do not currently own any property or real estate of any kind.  Our business offices are located at 3370 NE 190th Street, Suite 3815, Aventura, Florida 33180. 

Item 3.  Legal Proceedings

We are currently unaware of any legal matters pending or threatened against us.

Item 4.  Mine Safety Disclosures

Not applicable.

PART II

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

Market Information

There is a limited public market for our common shares.  Our common shares are quoted on the OTC Pink Sheets under the symbol “MOBO”.  Trading in stocks quoted on the OTC Pink Sheets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

OTC Pink Sheets securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Pink Sheets securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Pink Sheets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC Bulletin Board on December 17, 2013.  As of August 12, 2015, only a minimal amount of shares have traded and the market price for our common shares is $0.045 per share.

Number of Holders

As of April 30, 2015, the 233,566,850 issued and outstanding shares of common stock were held by a total of 27 shareholders of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2015 and 2014.  We have not paid any cash dividends since our inception and do not foresee declaring any dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

None.

Purchase of our Equity Securities by Officers and Directors

None.

Other Stockholder Matters

None.

Item 6.  Selected Financial Data

Not applicable to smaller reporting companies.

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

You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report.  Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass.  Our actual results could differ materially from those expressed or implied by the forward looking statements as a result of various factors.  We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Our independent registered public accountants have stated in their report, included in Item 8 Financial Statements that our significant operating losses and working capital deficit raise substantial doubt about our ability to continue as a going concern.  As of April 30, 2015 we had an accumulated deficit of $320,778, a working capital deficit of $284,711 and a net loss for the year of $288,878.

Results of Operations for the years ended April 30, 2015 and 2014

We did not generate any revenues for the years ended April 30, 2015 and 2014.

General and administrative expense increased $125,574 to $145,824 for the year ended April 30, 2015 from $20,250 for the year ended April 30, 2014.  The increase in general and administrative expense is attributed to an increase in consulting fees, transfer agent fees and other general operating costs.

Marketing and promotional fees increased $92,419 to $92,419 for the year ended April 30, 2015 from $0 for the year ended April 30, 2014.  The increase is a result of promoting our business of marketing products and services using short message service (SMS) technology.  

Professional fees increased $46,385 to $50,635 for the year ended April 30, 2015 from $4,250 for year ended April 30, 2014.  Professional fees consist mostly of costs for accounting, audit and legal services.

Our net loss for the year ended April 30, 2015 was $288,878 compared to $24,500 for the year ended April 30, 2014.

Liquidity and Capital Resources

At April 30, 2015, we had $nil cash in the bank.

As of April 30, 2015, we had $260,776 of cash advances due to our CEO.  All amounts were used to pay for general operating expenses of the business.  The advances are unsecured, non-interest bearing, and due on demand.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

Management's discussion and analysis of our financial condition and results of operations are based on the financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of such financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.  On an ongoing basis, Management will evaluate its estimates and will base its estimates on historical experience, as well as on various other assumptions in light of the circumstances surrounding the estimate, and the results will form the basis in making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources.  It should be noted, however, that actual results could materially differ from the amount derived from Management's estimates under different assumptions or conditions.  

Loss per share is computed using the weighted average number of common stock outstanding during the period.  Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period reported.  Our Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted, would have a material effect on the our current financial statements.

Because we are a small development stage company, with only two directors, we have not yet appointed an audit committee or any other committee to our Board of Directors.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Item 8.  Financial Statements

MOBILE LADS CORP.

FINANCIAL STATEMENTS

 TABLE OF CONTENTS

GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA  98125

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Mobile Lads Corp.

We have audited the accompanying balance sheets of Mobile Lads Corp. as of April 30, 2015 and 2014 and the related statement of operations, stockholders’ equity/(deficit) and cash flows for the periods 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 audit.

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 audit 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 audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, subject to the following paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of Mobile Lads Corp. as of April 30, 2015 and 2014 and the results of its operations and cash flows for the periods then in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note #3 to the financial statements, the company has had significant operating losses; a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to these matters is also described in Note #3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ GILLESPIE & ASSOCIATES, PLLC

Seattle, Washington

August 8, 2015

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

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

MOBILE LADS CORP.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

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

MOBILE LADS CORP.

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2015

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Mobile Lads Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 26, 2013.  Our business is focused on marketing products and services using short message service (SMS) technology.  SMS technology involves sending marketing offers through cell phones that target specific audiences at the last minute.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial  statements  which  present  fairly  the  financial  condition,  results  of  operations  and  cash  flows  of  the Company for the respective periods being presented.

Use of estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.  There were no cash equivalents as of April 30, 2015 and 2014. 

Intangible assets

Intangible assets are carried at cost and amortized over their estimated useful lives, generally on a straight-line basis over three years.  The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition.  Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

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.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company.  ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

·

Level 1.  Observable inputs such as quoted prices in active markets;

·

Level 2.  Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

·

Level 3.  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Income Taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 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 Section 740-10-25, 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.  Section 740-10-25 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 Section 740-10-25.

Stock-based Compensation

We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”).  ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant.  The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model.  In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

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 April 30, 2015 and 2014.

Recent Accounting Pronouncements

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures.  The amendments in this Update provide that guidance.  In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures.  The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards.  Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016.  Early adoption is permitted.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company has had no revenue as of April 30, 2015 and has an accumulated deficit of $320,778.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenue 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 – INTANGIBLE ASSETS

Effective March 31, 2015, the Company finalized an asset purchase agreement with KZRP Partners.  The assets purchased include software, intellectual property, code, processes and other software and processes known as “Coubox”.  The purchase price is $150,000 to be paid with the issuance of 1,000,000 shares of common stock.  As of April 30, 2015, the shares have not yet been issued and are therefore shown as a stock payable in the financial statements.  The assets will be amortized over their estimated useful life of three years.

Assets stated at cost, less accumulated amortization consisted of the following:

Amortization expense for the years ended April 30, 2015 and 2014, were $4,167 and $0, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of April 30, 2014, the Company’s former sole director loaned the company $6,000.  The loans were unsecured, and non-interest bearing.  In April 2014, this loan was forgiven and credited to additional paid in capital.

As of April 30, 2015, the CEO and companies owned by the CEO advanced the Company a total of $260,776 to pay for legal, auditing, consulting fees and other general operating costs.  The advances are unsecured, non-interest bearing and due on demand.

NOTE 6 – COMMON STOCK

On March 12, 2014, the Board of Directors of the Company as well as a majority of the Company’s shareholders voted to effect a 55 for 1 forward split of the Company’s common stock.  The Company has filed a Certificate of Amendment with the Nevada Secretary of State with an effective date of March 31, 2014.  All shares in these financial statements have been retroactively restated to reflect the forward split.  Additionally, in connection with the forward split the par value of the common stock was changed from $0.001 to $0.00001.

During the year ended April 30, 2014, the Company issued 41,066,850 shares of common stock for cash proceeds of $22,400 for approximately $0.000545 per share.

NOTE 7 – 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 8 – INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The provision for Federal income tax consists of the following April 30:

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

At April 30, 2015, the Company had net operating loss carry forwards of approximately $321,000 that may be offset against future taxable income from the year 2015 to 2033.  No tax benefit has been reported in the April 30, 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued, August 8, 2015 and through the date of the filing, and has determined that it does not have any material subsequent events to disclose in these financial statements.

On June 16, 2015, we were notified that Harris & Gillespie CPA’S, PLLC (the “Former Accountant”) was deregistered per PCAOB Release No. 105-2015-011.  As a result of the transaction, on June 16, 2015, the Former Accountant resigned as the Company’s independent registered public accounting firm and we engaged Michael Gillespie & Associates, PLLC (the “New Accountant”) as the Company’s independent registered public accounting firm.  The engagement of the New Accountant was approved by the Company’s Board of Directors. 

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Company management, including our chief executive officer and chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-K. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including cost limitations, the possibility of human error, judgments and assumptions regarding the likelihood of future events, and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 promulgated under the Exchange Act that occurred during the last fiscal quarter of the fiscal year ended April 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Management is aware that there is a lack of segregation of duties at our company due to the limited number of employees dealing with general administrative and financial matters.  At this time management believes that, given the individuals involved and the control procedures in place, the risks associated with such lack of segregation are insignificant, and that the potential benefits of adding additional employees to segregate duties more clearly do not justify the associated added expense.  Management will continue to evaluate this segregation of duties.  In addition, management is aware that many of our currently existing internal controls are undocumented.  Our management will be working to document such internal controls over the coming year.

Item 9B.  Other Information.

None.

PART III

Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Directors, Executive Officers and Key Employees

The following table sets forth certain information regarding our directors, executive officers and key employees as of April 30, 2015 and as of the date of the filing of this report:

Name and Address

Age

Position(s) Held

Michael Anthony Paul

60

President, CEO, Principal Executive

Officer and Chairman of the Board of

Directors

Alpha Pang

58

CFO, Principal Accounting Officer,

Secretary, Treasurer and Director

Background of Directors and Executive Officers

Alpha Pang has been CFO, Principal Accounting Officer, Secretary, Treasurer and a Director of our company since June 24, 2014.  Since June 2004 to present, Mr. Pang has been working as a Business Consultant at ABP Financials, a private company.  Since May 2011 to present, Mr. Pang has been the President and Director of Gold Cap Resources, a public company listed on NYSE EURONEXT PARIS, Marche Libre exchange.  From September 2007 to June 2011 Mr. Pang was a director and the CFO of Angstrom Microsystems Inc., a public company.  From November 2010 to May 2011, Mr. Pang was a director at Alaska Pacific Corp., a public company.

Term of Office of Directors

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our Board of Directors and hold office until the officer dies or resigns or the Board elects a successor or removes the officer.

Key Employees

None.

Family Relationships

None.

Involvement in Certain Legal Proceedings

None.

Audit Committee Financial Expert

Because we are a small development stage company, with only two directors, we have not yet appointed an audit committee to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Not applicable.

Code of Ethics

We have adopted an informal Code of Ethics that applies to our officers, directors, which we feel is sufficient at this time, given we are still in the start-up, development stage and have no employees, other than our officers and directors.

Item 11.  Executive Compensation.

We have two executive officers, who are currently our only employees.  The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2015 and 2014 awarded to, earned by or paid to our executive officers.

SUMMARY COMPENSATION TABLE

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Option Grants

No options were granted during the fiscal year ended April 30, 2015.  We have no outstanding warrants or stock options.

Director Compensation

None.

Employment Agreements

None.

Report on Repricing of Options

None.

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

The following table provides certain information regarding the ownership of our common stock, as of April 30, 2015 and as of the date of the filing of this annual report by:

As of April 30, 2015, we had a total of 233,566,850 shares of common stock issued and outstanding.  Except as indicated in footnotes to this table, the persons named in this table have sole voting and investment power with respect to all shares of common stock indicated below.  Except where noted, the address of all listed beneficial owners is in care of our office address.

Changes in Control

None.

Item 13.  Certain Relationships, Related Transactions and Director Independence

As of April 30, 2015, the CEO and companies owned by the CEO advanced the Company a total of $260,776 to pay for legal, auditing, consulting fees and other general operating costs.  The advances are unsecured, non-interest bearing and due on demand.

Director Independence

The OTC Bulletin Board does not have a requirement that a majority of our Board of Directors be independent.  However, with respect to the definition of independence utilized by NASDAQ, our officers and directors would be deemed to be independent.

Our Audit Committee is comprised of our officers and directors.  NASDAQ requires at least three members on the Audit Committee, each of whom must be independent.  NASDAQ also requires that, if its Chief Executive Officer’s compensation is determined by its Compensation Committee, the Compensation Committee must be comprised solely of independent directors.  The Company currently does not meet either of these requirements.

The NASDAQ rules have both objective tests and a subjective test for determining who is an “independent director.”  The objective tests state, for example, that a director is not considered independent if he or she is an employee of the Company or is a partner, executive officer or controlling stockholder of an entity to which the company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed the greater of $200,000 or 5% of the recipient’s consolidated gross revenue for that year or a family member serves in the current fiscal year or has served at any time during the last three fiscal years as an executive officer of the Company. The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Item 14.  Principal Accountant Fees and Services 

Audit Fees

For the year ended April 30, 2015 and 2014, the aggregated fees billed by Harris & Gillespie CPA’s, PLLC, for professional services rendered for the audit (including quarterly review) of our annual financial statements included in our annual report on Form 10-K were $11,300 and $9,550, respectively.   

Audit-Related Fees

The fees of our accounting firm, Harris & Gillespie CPA’s, PLLC, for providing audit-related services for the fiscal year ended April 30, 2015 and 2014 was none.

Tax Fees

Harris & Gillespie CPA’s, PLLC, did not provide us with tax compliance, tax advice or tax planning services.

All Other Fees

None.

Item 15.  Exhibits 

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

Exhibits

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.