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EX-32.1 - CERTIFICATION - NOUVEAU VENTURES INC.exhibit32-1.htm
EX-31.1 - CERTIFICATION - NOUVEAU VENTURES INC.exhibit31-1.htm


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 March 31, 2015

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

          For the transition period from ________ to ________

COMMISSION FILE NUMBER   000-54504

NOUVEAU VENTURES, INC.
(Exact name of registrant as specified in its charter)

NEVADA   27-4636847
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
37631 Alianthus Lane    
Palmdale, CA   93551
(Address of principal executive offices)   (Zip Code)

(818) 249-1157
(Registrant's telephone number, including area code)

3254 Prospect Ave.,
La Crescenta, CA  91214
(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 smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  As of August 27, 2015, the Registrant had 50,018,888 shares of common stock outstanding.


 

PART I - FINANCIAL INFORMATION

ITEM 1.                        FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Nouveau,” and the “Company” mean Nouveau Ventures, Inc. and its subsidiaries, unless otherwise indicated.  All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

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NOUVEAU VENTURES INC.
(FORMERLY SAASMAX INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS

    March 31, 2015     December 31, 2014  
    (unaudited)      
         
ASSETS        
         
Current assets:        
Cash $ -   $ 551  
Total current assets   -     551  
             
Patent Technolgy   57,877     58,787  
             
Total assets $                  57,877   $                   59,338  
             
LIABILITIES AND STOCKHOLDERS' DEFICIT            
             
Current liabilities:            
Accounts payable and accrued expenses $                115,943   $                   99,810  
Loans payable - related party   40,198     37,695  
             
Total current liabilities   156,141     137,505  
             
Total liabilities   156,141     137,505  
             
Commitments and contingencies            
             
Stockholders' deficit            
Preferred stock, $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively.   -     -  
Common stock, $0.001 par value; 1,200,000,000 share authorized, 50,018,888 shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively   50,019     50,019  
Additional paid-in capital   1,411,148     1,264,335  
Accumulated deficit   (1,559,431 )   (1,392,521 )
Total stockholders' deficit   (98,264 )   (78,167 )
             
Total liabilities and stockholders' deficit $                  57,877   $                   59,338  

The accompanying footnotes are an intergral part of these condensed consolidated unauidted financial statements

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NOUVEAU VENTURES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

    Three months ended March 31,  
    2015     2014  
         
Revenues $ -   $ -  
             
             
Operating expenses            
     Professional fees   12,780     19,312  
     Stock based compensation   146,813     9,375  
     General and administrative   7,317     2,845  
Total operating expenses   166,910     31,532  
             
Net operating loss from continuing operations   (166,910 )   (31,532 )
             
Other income            
     Gain on cancellation of Earn-Out Shares   -     18,750  
Total other income   -     18,750  
             
Net loss from continuing operations   -     (12,782 )
             
Discontinued operations:            
     Loss from discontinued operations   -     (2,421 )
             
Net loss $ (166,910 ) $          (15,203 )
             
Weighted average number of common shares outstanding            
     - basic and fully diluted   50,018,888     56,318,888  
             
Net loss per share - Basic and fully diluted            
From continuing operations $ (0.00* ) $             (0.00* )
From discontinued operations   -     (0.00* )
Net loss per share - basic and fully diluted $ (0.00* ) $             (0.00* )

 * denotes a loss of less than $(0.01) per share.          

See accompanying notes to the condensed consolidated unaudited financial statements

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NOUVEAU VENTURES INC.
FORMERLY SAASMAX, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

    Three months ended March 31,  
    2015     2014  
         
Cash flows from operating activities        
Net loss $ (166,910 ) $ (15,203 )
Loss from discontinued operations   -     2,421  
Adjustments to reconcile net loss to net cash used in operating activities:            
     Stock based compensation   146,813     9,375  
     Gain on cancellation of Earn-Out Shares   -     (18,750 )
     Depreciation and amortization   910     -  
Changes in operating assets and liabilities            
     Accounts payable and accrued expenses   16,133     13,163  
Net cash used in operating activities - continuing operations   (3,054 )   (8,994 )
Net cash used in operating activities - discontinued operations   -     -  
Net cash used in operating activities   (3,054 )   (8,994 )
             
Cash flows from investing activities            
Net cash used in investing activities - continuing operations   -     -  
Net cash used in investing activities - discontinued operations   -     -  
Net cash provided (used in) investing activities   -     -  
             
Cash flows from financing activities            
Proceeds from loan payable - related party   2,503     7,500  
Net cash provided by financing activities - continuing operations   2,503     7,500  
Net cash provided by financing activities - discontinued operations   -     -  
Net cash provided by financing activities   2,503     7,500  
             
Net increase (decrease) in cash   (551 )   (1,494 )
             
Cash, beginning of period   551     4,670  
             
Cash, end of period $ -   $              3,176  
             
Supplemental disclosure of cash flow information:            
Income taxes paid $ -   $   -  
Interest paid $ -   $   -  
             
Supplementary disclosure of  noncash financing activities:            
Cancellation of shares of common stock $ -   $            9,000  

See accompanying notes to the condensed consolidated unauidted financial statements

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Nouveau Ventures Inc.
(FORMERLY SAASMAX INC.)
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nouveau Ventures Inc. (“Nouveau”, the “Company”, “we”, “us” or “our”) was incorporated on January 19, 2011 (“Inception”) in the State of Nevada under the name SaaSMAX, Inc (“SaaSMAX”).

Effective September 8, 2014, SaaSMAX changed its name to Nouveau Ventures Inc.

From Inception through the end of June 2013, the Company developed and launched an online global business-to-business marketplace for software-as-a-service (“SAAS”) providers, resellers and users. On July 1, 2013, the Company transferred all of its assets and business operations to SaaSMAX Corp. (“Corp”), the Company’s then wholly-owned subsidiary, in exchange for Corp assuming all of the Company’s indebtedness at that date, other than Convertible Notes totaling $225,000. On July 10, 2013, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Dina Moskowitz, the Company’s sole Executive Officer and Director whereby Ms. Moskowitz cancelled 25,880,448 of her common shares of the Company, in consideration for her acquisition of all of the issued and outstanding common shares of Corp. See further discussion in Note 2 – Discontinued Operations.

Effective July, 9, 2013, we decided to shift our business operations to the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”). 

In August, 2014, we acquired a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”).

During the period ended March 31, 2015, the Company elected not to proceed with the distribution of DFRS products and elected to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. We provided in full against the cost of our CCAT distributor agreement as of December 31, 2014 as further described in in Note 2 – Discontinued Operations.

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Consequently, the Company has now shifted its focus to its developing its Quantumcharger Technology.

Going concern

As of March 31, 2015, we had current assets of $0 and current liabilities of $156,141, resulting in a working capital deficit of $156,141. We had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or of our ongoing business plan. No assurance can be given that the Quantumcharger Technology acquired (see Note 5) will be successful and result in profits for the Company. Our business plan requires that we raise additional capital to fund our operations throughout 2015 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated no revenue from our operations either from our Quantumcharger Technology or as a distributor of DRFS Products and have accumulated a net loss of $1,599,431 up to March 31, 2015. We will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and, or, continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

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. The Company’s year-end is December 31.

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Unaudited Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated filed with the SEC in our Form 10K on August 3, 2015. Operating results for the interim periods presented are not necessarily indicative of the results for the full year.

Development Stage Company

In June 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, “Development Stage Entities (Topic 915)”.   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  Accordingly the Company has no longer labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the accompanying financial statements.

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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

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Financial Instruments

Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures about Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

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The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts payable, accrued expenses and loan payable related party approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.

The Company’s non-financial assets, which consist of Patent Technology (see Note 5), are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.

Intangible Assets

Purchased intangible assets are recorded at cost, where cost is the amount of cash or cash equivalents paid or the fair value of other consideration given to acquire an asset at the time of its acquisition. The cost of such an intangible asset is measured at fair value unless the exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is reliably measurable. If the fair value of either the asset received or the asset given up can be measured reliably, then the fair value of the asset given up is used to measure cost unless the fair value of the asset received is more clearly evident.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets which have indefinite lives are not amortized, and are stated at cost less accumulated impairment losses.

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Income Taxes 

The Company accounts for income taxes in accordance with FASB ASC 740 "Income Taxes". Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. As of March 31, 2015 and December 31, 2014, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Deferred revenues shall be recorded when cash has been collected, however the related service has not yet been provided

Advertising Expense

Advertising is expensed as incurred. We did not incur advertising expense during the three ended March 31, 2015 and 2014.

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Stock-based compensation

Stock based compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Net loss per common share

Net loss per common share is computed pursuant to ASC No. 260 “Earnings per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding during the three months ended March 31, 2015 or 2014.

Recently issued accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. 

NOTE 2 – DISCONTINUED OPERATIONS

A) CCAT Exclusive Distributorship

During the period ended March 31, 2015, the Company elected not to proceed with the Exclusive Distributor Agreement (see Note 4) and to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. Accordingly, we provided in full against the remaining cost of our CCAT distributor agreement as of December 31, 2014 and consequently during the year ended December 31, 2014, the Company recorded a loss on the discontinuance of the CCAT distribution business of $56,250 (2013- $21,263). No expense was incurred in the three month period ended March 31, 2015 (2014 - $2,421).

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A)   CCAT Exclusive Distributorship Continued

    Three months ended  
    March 31, 2015     March 31,2014  
         
Amortization $ -     2,421  
             
Loss from discontinued operations $                                  -   $                   2,421  

NOTE 3 – RELATED PARTY TRANSACTIONS

As of March 31, 2015, a shareholder of the Company has loaned us $40,198 (December 31, 2014 - $37,695) for working capital needs. The loans accrue interest at 10% per annum, compound annually and are due on demand.

On July 22, 2013, the Company entered into consulting agreements with Mr. Rainer, to act as Director, Chief Financial Officer, Secretary and Treasurer of the Company and Mr. Moll, to act as Director, Chief Executive Officer and President of the Company (the “Consultant(s)”). The consulting agreements were to continue until July 21, 2023, subject to earlier termination as provided in the consulting agreements. During the term of the consulting agreements, and subject to the Company completing equity financing totaling not less than $1,000,000, the Company shall pay each of the Consultants a base consulting fee of $5,000 per month in consideration of their services.

Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. The resignation of Mr. Moll was not due to or caused by any disagreement with us, related to our operations, policies, practices or otherwise. Rob Rainer, our Chief Financial Officer, Secretary and Treasurer and a Director, was appointed our Chief Executive Officer and President to fill the vacancies resulting from Mr. Moll’s resignation.

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In connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender to us for cancellation the 9,000,000 Earn-Out Shares issued to him under his management consulting agreement. In addition, Mr. Moll agreed to transfer 7,262,304 shares of our common stock held by him to Rob Rainer.

See also Note 6 Stockholders’ Equity (Deficit) regarding Earn-Out Shares granted to the Consultants.

On the closing of the Patent Technology agreement (Note 5) effective August 23, 2014, under the terms of the Patent Technology agreement, Mr. David St James became a director of the Company, the Company agreed to issue Mr. St James with 200,000 shares of the Company’s common stock at a fair market value of $60,000 and to expend $100,000 per year to develop the technology. In addition, Mr. St James retained a royalty of 5% of gross revenues from exploitation of the technology subject to a minimum royalty payment of $1,500 per calendar month. As of December 31, 2014, the Company had paid Mr. St James royalties of $4,500 and a further $3,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payment due for the period ended December 31, 2014. This amount is included in accounts payable as of December 31, 2014. During the period ended March 31, 2015, the Company accrued a further $4,500 in respect of the minimum royalty payment due for the quarter and the paid Mr. St James royalties of $1,500. As of March 31, 2015, $6,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payments and this amount was included in accounts payable as of that date. Of this balance payable, $3,000 was paid in April 2015 and the balance in June 2015.

NOTE 4 – EXCLUSIVE DISTRIBUTOR AGREEMENT

The Company entered into an agreement dated July 9, 2013 (the “Exclusive Distributor Agreement”) with California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”) whereby the Company obtained the exclusive distribution rights in Canada (non-exclusive for British Columbia, Alberta and Saskatchewan) to market, sell and distribute a propane diesel duel fuel retrofit system (“DFRS Products”) owned by CCAT.

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CCAT is a Southern California-based developer, marketer and distributor of diesel engine retrofit products, including a patent-pending Propane Diesel Dual-Fuel Retrofit SystemTM (“DFRS”). DFRS is a retrofit system that demonstrates high (approximately 50%) substitution rates of propane fuel for diesel fuel without loss of power or torque, while exhibiting very low emissions of pollutants, such as hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or soot).

The Exclusive Distributor Agreement is for a term of five (5) years unless sooner terminated in accordance with the provisions of the Exclusive Distributor Agreement.  The Company has the right to extend the Agreement for an additional five (5) year term, if it is in compliance with the Minimum Royalty requirements described below. 

Under the terms of the Exclusive Distributor Agreement, as consideration for the exclusive distribution rights, the Company (i) issued 300,000 shares of its common stock to CCAT, and (ii) issued a promissory note in the principal amount of $50,000 payable without interest on July 30, 2013.  The promissory note was paid in full as of December 31, 2013. As additional consideration for the Exclusive Distributor Agreement, the Company agreed to pay to CCAT a royalty of $750 per sale of DFRS Products. CCAT was to have the exclusive rights to install the DFRS Products at a fixed price between $2,500 and $5,000, depending on the size of the engine. CCAT could, on 30 days written notice, terminate the Exclusive Distributor Agreement if the Company failed to achieve sufficient sales to generate Minimum Royalties of $22,500 (Year 1), $37,500 (Year 2), $60,000 (Year 3), $82,500 (Year 4), and $105,000 (Year 5).

The Exclusive Distributor Agreement was valued by the Company at $62,500 and was being amortized over the 5 year term.

During the period ended March 31, 2015, the Company decided its primary focus would be the development of the Patent Technology acquired in the current year (see Note 5) and the Company decided to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties.  Accordingly, we provided in full against the remaining $43,820 carrying cost of our CCAT distributor agreement as of December 31, 2014 and consequently during the year ended December 31, 2014 the Company recorded a loss on the discontinuance of the CCAT distribution business of $56,250 (2013- $6,250). No additional cost was incurred in respect of the CCAT distribution business during the three months ended March 31, 2015 (2014 - $2,421)

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NOTE 5 – PATENT TECHNOLOGY

On August 19, 2014, we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James (the “Inventor”). Closing of the Technology Acquisition Agreement occurred on August 23, 2014 (“Closing”). Under the terms of the Technology Acquisition Agreement, the Inventor assigned his right, title and interest in a patented technology for optimizing airflow to internal combustion engines to create more power (the “Technology”) and inventions utilizing the Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

1. Issuance to the Inventor of 200,000 shares of our common stock (the “Shares”) valued at $0.30 per share, representing the most recent price for which our common stock had sold in the market place. The Shares have been issued and are held in the custody of our legal counsel and are being released to the Inventor on the following schedule:

(a) 50,000 Shares released on Closing ;
(b) 50,000 Shares released four (4) months after Closing;
(c) 50,000 Shares released eight (8) months after Closing; and
(d) 50,000 Shares released twelve (12) months after Closing.

Notwithstanding that the certain of the Shares were held in custody and were not released to the Inventor, all voting and dividend rights in respect of the Shares accrue to the Inventor and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

The 50,000 Shares due to Mr. St James at Closing were released to him on August 23, 2014, the 50,000 Shares due to Mr. St James four months after Closing were released to him on December 23, 2014 and the 50,000 Shares due to Mr. St James eight months after Closing were released to him on April 23, 2014.

The Technology Acquisition Agreement was valued at the total fair market value of the Shares issued of $60,000 in the accompanying balance sheet and is being amortized over the remaining 16 year life of the Patent.

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In the three month period ended March 31, 2015 the Company incurred an amortization expense of $910 (2014 - $0) in respect of the cost of the Technology Acquisition Agreement.

2. The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month.

As of December 31, 2014, the Company had paid Mr. St James royalties of $4,500 and a further $3,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payment due for the period ended December 31, 2014. This amount is included in accounts payable as of December 31, 2014. During the period ended March 31, 2015, the Company accrued a further $4,500 in respect of the minimum royalty payment due for the quarter and the paid Mr. St James royalties of $1,500. As of March 31, 2015, $6,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payments and this amount was included in accounts payable as of that date. Of this balance payable, $3,000 was paid in April 2015 and the balance in June 2015.

3. As further consideration for the sale, assignment and transfer of the Technology, we agreed to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

As of March 31, 2015, and as of the date of the issuance of these financial statements, the Company has not had the necessary funding to make the required $100,000 expenditure to develop and commercialize the Technology and there can be no assurance that the Company will be able to raise the necessary funding to do so.

We have the right to sub-license our interest in the Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

In the event the Company is unable to fulfill its obligations under items (2) or (3) above, and such default not being cured within 15 days written notice, the Technology Acquisition Agreement may be terminated and Nouveau shall re-assign the Patent and transfer the intellectual property to the Inventor. Any Shares not released, or scheduled to be released in the next 30 days from the date of termination shall be returned to the Company for cancellation and the Inventor shall have no further rights in respect of such Shares. In the event of termination, the value of the Patent, net of accumulated amortization will be written down to $0.

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NOTE 6 – STOCKHOLDERS’ DEFICIT

Effective April 16, 2014 the Company completed a 12:1 forward stock split and all numbers for shares of common stock disclosed in these financial statements have been retrospectively restated for this forward stock split.

No shares of common stock were issued during the three months ended March 31, 2015 or 2014.

Cancellation of earn out shares

Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. In connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender to us for cancellation the 9,000,000 Earn-Out Shares issued to him under his management consulting agreement.

Gain on cancellation of earn out shares

As a result of Mr. Moll’s resignation and the cancellation of his earn out shares, we recognized a gain in the amount of $18,750 which is included in other income in the accompanying condensed statements of operations for the period ended March 31, 2014.

Stock based compensation

On July 22, 2013, we issued a total of 18,000,000 shares of our common stock (the “Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The Earn-Out Shares are held in the custody of the Company and will be released on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out Shares are not beneficially owned by Mr. Moll or Mr. Rainer until they are released to them on the respective anniversary dates. The Earn-Out Shares may not be sold, transferred or pledged, and are subject to forfeiture under the termination provisions of the management consulting agreements. The Earn-Out Shares were valued at $750,000 based on the grant date fair value and are included in additional paid in capital as deferred compensation.

During the period ended March 31, 2015 and 2014, we recognized $146,813 and $9,375 of stock based compensation related to the earn-out shares in the accompanying audited statements of operations. A total of 900,000 earn out shares are released per year (or 225,000 shares per quarter).Stock based compensation is calculated each quarter using the average fair market value of the stock for that quarter and multiplying it by 225,000.

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NOTE 7 –STOCK INCENTIVE PLAN

In accordance with the Company’s 2011 Stock Incentive Plan, (the “Plan”), we are authorized to grant up to 12,000,000 shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation rights to our employees, officers, directors and consultants. As a result of the Share Exchange Agreement, on May 17, 2013 we notified all of our option holders, holding a total of 5,301,660 stock options, that their options were being cancelled as they relate to discontinued operations. No shares were issued or outstanding under this stock incentive plan as at March 31, 2015 or 2014.

NOTE 8 – SUBSEQUENT EVENTS

Effective April 23, 1014, we released the 50,000 Shares due to Mr. St James under the terms of the Technology Acquisition Agreement eight months after Closing.

On August 13, 2015 the Company issued a promissory note for $15,000 which is payable on demand and bears interest at 10% per annum.

On August 18, 2015 the Company and David St James mutually agreed to amend the Technology Acquisition Agreement and extend the expenditure requirement to develop and commercialize the Technology from twelve (12) to eighteen (18) months from the date on Closing which was August 23, 2014.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that, other than as disclosed above, there are no items to be disclosed.

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ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.  These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements.  Such risks and uncertainties include those set forth under the caption "Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.  We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”).

OVERVIEW

We were incorporated on January 19, 2011 under the laws of the State of Nevada. We were formerly developing and launching an online business-to-business marketplace and channel management tools for the rapidly growing software-as-a-service ("SaaS") market (the “SaaSMAX Marketplace”). Effective July, 9, 2013, we decided to shift our business operations to the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”).  In August, 2014, we acquired a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”).

Subsequent to the fiscal year ended December 31, 2015, the Company elected not to proceed with the the marketing, selling and distribution of the CCAT propane diesel dual fuel retrofit system and elected to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties.  As such, the Company has now shifted its focus to the Quantumcharger Technology.

The Quantumcharger™

The Quantumcharger™ is a revolutionary new device which solves many of the traditional problems of both superchargers and turbochargers.  The Quantumcharger™ is basically a supercharger, either a roots type or centrifugal, that utilizes an electric motor and one or more clutches, overrun bearings, or a combination of both depending on the application.

The Quantumcharger™ is capable of providing full boost on demand at any engine speed, including before the engine has been started.  At lower engine speeds, the electric motor is used to spin the compressor to whatever speed is needed to create the desired boost.  Once the engine is running at a higher speed, the compressor can then be driven mechanically by the engine alone to provide boost without the use of the electric motor.  This enables the engine to provide additional power whenever it is needed, at lower engine speeds with the electric motor or at higher engine speeds just like a traditional supercharger being driven by the engine.  The compressor doesn’t need to be in operation at all times, usually only during periods of demand for increased power. 

When used in conjunction with a turbocharger, the Quantumcharger™ can be activated briefly at lower engine speeds to eliminate the symptoms of turbo lag until the turbocharger is able to provide sufficient boost on its own.

Providing boost before the engine is started can be helpful for cold starting diesel engines in colder weather.  Also, whenever the electric motor is not needed for driving the compressor, it can be turned by the engine

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and used to generate electricity.  This feature can provide substantial cost and space savings since an alternator is no longer needed.  The Quantumcharger™ is used in conjunction with an electronic controller with various sensors to activate the electric motor, operate electro-magnetic clutches when used, and facilitate the generation of electricity by the electric motor.  These various actions can be based on several factors including engine speed, throttle position, intake pressure, and many more.

In modern times we are starting to see a renewed and very serious demand for innovation.  There is currently a race for new technology as a new trend has developed in the auto industry which has become known as engine downsizing.  Engine downsizing is the practice of using smaller and lighter engines in vehicles in an attempt to make them more economical, while at the same time striving to maintain the power of a larger engine for greater drivability and safety.  The Quantumcharger™ is ideal for these modern needs.  It enables new engine configurations that are fuel efficient, environmentally friendly, and cost effective, while having much more power available on demand.

RESULTS OF OPERATIONS

Three months Summary

    Three Months Ended
March 31,
    Percentage
Increase / (Decrease)
 
    2015     2014      
Operating Expenses $ 166,910   $ 31,532     429.3%  
Loss from Continuing Operations   (166,910 )   (31,532 )   429.3%  
Other Income:                  
     Gain on cancellation of Earn-Out Shares   -     18,750     (100.0% )
Total Other Income   -     18,750     (100.0% )
Loss from Discontinued Operations   -     (2,421 )   (100.0% )
Net Loss $ (166,910 ) $ (15,203 )   997.9%  

Revenues

We did not record any revenues during the three months ended March 31, 2015 and 2014. We do not currently have any sales or revenue history with respect to the Quantumcharger Technology. As such, there is no assurance that our business efforts in this area will prove to be successful.

Operating Costs and Expenses

Our operating expenses for continuing operations for the three months ended March 31, 2015 and 2014 are outlined in the table below:

Operating Expenses   Three Months Ended
March 31
    Percentage
Increase / (Decrease)
 
    2015     2014        
Professional Fees $ 12,780   $ 19,312     (33.8)%  
General and Administrative   7,317     2,845     157.2%  
Stock Based Compensation   146,813     9,375     1466.0%  
TOTAL $   166,910   $    31,532     429.3%  

Our operating expenses increased from $31,532 during the three months ended March 31, 2014 to $166,910 during the three months ended March 31, 2015, an increase of $151,707. The increase was principally due to an increase in stock based compensation of $137,438, general and administrative expenses of $4,472 partially offset by a decrease of $6,532 in professional fees.

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Our operating expenses consisted of consisted of professional fees, and general administrative expenses and stock based compensation.

Professional fees relates to fees associated with legal and accounting fees resulting from the filing requirements necessary for a public company.

General and administrative expenses primarily relate to management fees, regulatory expenses, depreciation, Internet services, travel, entertainment, automotive and office expenses.

Stock based compensation relates to earn-in shares provided to management.

Loss from Discontinued Operations

During the period ended March 31, 2015, the Company decided its primary focus would be the development of the Patent Technology acquired in the current year and the Company decided to allow its exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. Accordingly, no additional cost was incurred in respect of the continued CCAT distribution business during the three month ended March 31, 2015, while we incurred $2,421 in amortization expense in respect of the cost of the distribution agreement during the three months ended March 31 , 2014.

Net Loss

We incurred a net loss of $166,910 during the three months ended March 31, 2015 as compared to a net loss of $15,203 during the three months ended March 31, 2014, due to the factor discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

    At March 31,
2015
    At December 31, 2014     Percentage
Increase / (Decrease)
 
Current Assets $ -   $ 551     (100.0% )
Current Liabilities   (156,141 )   (137,505 )   (13.6% )
Working Capital Deficit $            (156,141 ) $            (136,954 )   (14.01% )

Cash Flows

    Three Months Ended March 31,     Three Months Ended March 31,  
    2015     2014  
Cash Flows (Used In) Operating Activities $ (3,054 ) $ (8,994 )
Cash Flows (Used In) Investing Activities   -     -  
Cash Flows From Financing Activities   2,503     7,500  
Net Increase (Decrease) In Cash During Period $                     (551 ) $                  (1,494 )

During the three months ended March 31, 2015 and 2014, funds used in operating activities represented our net losses for the respective periods, adjusted for non-cash gains and losses and for increases in accounts payable and accrued liabilities of $16,133 and $13,163 respectively.

Our only source of financing for the three-month periods ended March 31, 2015 and 2014 was loans from related parties.

Our plan of operation calls for us to spend significantly more than our current capital resources or the amount of financing that we have been able to obtain to date. Any substantial financing that we are able to obtain is expected to be in the form of equity financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant 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

There are no material changes to the critical accounting policies and estimates described in the audited financial statements for the period ended December 31, 2014 included in our Annual Report on Form 10-K filed with the SEC.

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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ITEM 4.            CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer, concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.

We identified material weaknesses in our internal control over financial reporting primarily attributable to (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation. These weaknesses are due to our inadequate staffing during the period covered by this report and our lack of working capital to hire additional staff.  Management has retained an outside, independent financial consultant to record and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the risk associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified.  We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.            LEGAL PROCEEDINGS.

None.

ITEM 1A.          RISK FACTORS.

The following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Quarterly Report on Form 10-Q because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected.  We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Quarterly Report.

We have a lack of operating history in the engine retrofit industry and there is no assurance that our business efforts in this field will be successful.

With our acquisition of the Quantumcharger Technology, we are embarking on a change of business. Although Rob Rainer, our director and Chief Executive Officer has extensive business experience, he does not have experience in the engine retrofit industry. Many of our competitors will have greater experience and/or greater financial resources than we do at this time. We intend to hire sales and consulting teams with experience in the engine retrofit industry. However, there is no assurance that our business efforts in the engine retrofit industry will prove successful.

Demand for and supply of our products and services may be adversely affected by several factors, some of which we cannot predict or control, that could adversely affect our financial position, results of operations or cash flows.

The demand for our products and services could be affected by several factors, including:

  • economic downturns in the markets in which we sell our products;
  • competition from other products;
  • changes in customer preferences;
  • product obsolescence or technological changes that render our products less desirable to use or more expensive to produce;
  • changes in environmental regulations that may make our products illegal to sell in their present form;
  • inability of our supplier to obtain raw materials used in production due to factors such as work stoppages, shortages or supplier plant shutdowns; and
  • inability to supply products due to factors such as work stoppages, plant shutdowns or regulatory changes and exogenous factors, like severe weather.

If any of these events occur, the demand for and supply of our products and services could suffer, which could have a material adverse effect on our financial position, results of operations and cash flows.

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We face competition from other retrofit companies, which could adversely affect our sales, results of operations or cash flows.

We compete with companies that produce similar products and with companies that produce different products that are designed for the same end uses. We encounter competition based on several key criteria, including product performance and quality, product price, product availability and security of supply, responsiveness of product development in cooperation with customers and customer service.

We expect that our competitors will continue to develop and introduce new and enhanced products, which could cause a decline in the market acceptance of our products. In addition, our competitors could cause a reduction in the selling prices of some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. An inability to compete successfully could have an adverse effect on our financial position, results of operations or cash flows.

We may also experience increased competition from companies that offer products based on alternative technologies and processes that may be more competitive or better in price or performance, causing us to lose customers and result in a decline in our sales volume and earnings.

Additionally, some of our customers may already be or may become large enough to justify developing in-house production capabilities. Any significant reduction in customer orders as a result of a shift to in-house production could adversely affect our future sales and operating prospects.

Current and future disruptions in the global credit and financial markets could limit our access to financing, which could negatively impact our business.

Domestic and foreign credit and financial markets have experienced extreme disruption in the past three years, including volatility in security prices, diminished liquidity and credit availability, declining valuations of certain investments and significant changes in the capital and organizational structures of certain financial institutions. We are unable to predict the likely duration and severity of the continuing disruption in the credit and financial markets or of any related adverse economic conditions. These market conditions may limit our ability to access the capital necessary to grow and maintain our business. Accordingly, we may be forced to delay raising capital, issue shorter tenors than we prefer or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility. Overall, our results of operations, financial condition and cash flows could be materially adversely affected by the disruptions in the global credit and financial markets.

To service our indebtedness and other liabilities, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to pay interest on our debt and to satisfy our other debt obligations and other liabilities will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments. While we believe that cash flow from our current level of operations, available cash and available borrowings will provide adequate sources of liquidity for at least the next twelve months, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create the need for alternative sources of liquidity. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as, reducing or delaying capital or other expenditures, refinancing debt, selling assets, or raising equity capital.

We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our term loan and revolving credit facility, on commercially reasonable terms or at all.

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Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities.  The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them.  As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2. contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

3. contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4. contains a toll-free telephone number for inquiries on disciplinary actions;

5. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6. contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

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

Not Applicable.

ITEM 3.            DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.            MINE SAFETY DISCLOSURES.

None.

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ITEM 5.            OTHER INFORMATION.

None.

ITEM 6.            EXHIBITS.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Exhibit
Number
  Description of Exhibit
2.1   Agreement and Plan of Merger dated August 20, 2014 between SaaSMax Inc. (as surviving company) and Nouveau Ventures Inc. (as merging entity).(9)
3.1   Articles of Incorporation.(1)
3.2   Bylaws.(1)
3.3   Bylaw No. 2A to Article III - Directors.(5)
3.4   Certificate of Change Pursuant to NRS 78.209.(7)
3.5   Certificate of Merger.(9)
3.6   Articles of Merger between the Company (as surviving company) and Nouveau Ventures Inc. (as merging entity), with surviving entity changing its name to "Nouveau Ventures Inc."(9)
4.1   Stock Incentive Plan.(2)        
10.1   Stock Incentive Plan.(2)
10.2   Convertible Promissory Note for $25,000 dated July 1, 2012, amended January 23, 2013.(3)
10.3   Convertible Promissory Note for $25,000 dated August 15, 2012, amended January 23, 2013.(3)
10.4   Convertible Promissory Note for $25,000 dated September 26, 2012, amended January 23, 2013.(3)
10.5   Convertible Promissory Note for $25,000 dated October 26, 2012, amended January 23, 2013.(3)
10.6   Convertible Promissory Note for $25,000 dated December 6, 2012, amended January 23, 2013.(3)
10.7   Convertible Promissory Note for $25,000 dated January 9, 2013, amended January 23, 2013.(3)
10.8   Convertible Promissory Note for $25,000 dated February 23, 2013.(3)
10.9   Letter dated January 24, 2013 confirming maturity dates of amended convertible notes.(3)
10.10   Exclusive Distributor Agreement dated July 9, 2013 between the Company and California Clean Air Technologies, LLC.(4)
10.11   Promissory Note in favor of California Clean Air Technologies, LLC in the principal amount of $50,000.(4)
10.12   Asset Purchase Agreement dated July 1, 2013 between the Company and its wholly-owned subsidiary, SaaSMAX Corp.(4)
10.13   Share Exchange Agreement dated July 10, 2013 between the Company and Dina M. Moskowitz for the transfer of shares of the Company’s wholly-owned subsidiary, SaaSMAX Corp.(4)
10.14   Management Consulting Agreement dated July 22, 2013 between the Company and Harold C. Moll.(5)
10.15   Management Consulting Agreement dated July 22, 2013 between the Company and Rob Rainer.(5)
10.16   Termination of Management Consulting Agreement and Cancellation of Earn-Out Shares between the Company and Harold C. Moll dated February 4, 2014.(6)
10.17   Mutual release between the Company and Harold C. Moll dated February 4, 2014.(6)
10.18   Technology Acquisition Agreement dated August 19, 2014 among the Company, David St. James and the Company’s wholly-owned subsidiary, Nouveau Ventures Inc.(8)
10.19   Agreement and Plan of Merger dated August 20, 2014 between the Company and Nouveau Ventures Inc.(8)

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Exhibit
Number
  Description of Exhibit
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.
101.DEF   XBRL Taxonomy Extension Definition Linkbase.
101.LAB   XBRL Taxonomy Extension Label Linkbase.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase.

Notes:

(1) Filed as an exhibit to our Registration Statement on Form S-1 filed on May 23, 2011.
(2) Filed as an exhibit to our Registration Statement on Form S-1/A filed on August 15, 2011.
(3) Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2013.
(4) Filed as an exhibit to our Current Report on Form 8-K filed on July 15, 2013.
(5) Filed as an exhibit to our Current Report on Form 8-K filed on July 25, 2013.
(6) Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2014.
(7) Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2014.
(8) Filed as an exhibit to our Current Report on Form 8-K filed on August 21, 2014.
(9) Filed as an exhibit to our Current Report on Form 8-K filed on September 9, 2014.

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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.

      NOUVEAU VENTURES, INC.
       
       
       
Date: September 1, 2015 By: /s/ Rob Rainer
      ROB RAINER
      President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
      (Principal Executive Officer and Principal Accounting Officer)