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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission file number 000-54093

NEXT GALAXY CORP.

(Formerly, Wiless Controls Inc.)

(Exact Name of Small Business Issuer as specified in its charter)

NEVADA

(State or other Jurisdiction of Incorporation or Organization)

1680 Michigan Avenue, Suite 700

Miami Beach, FL   33139

(Address of principal executive offices)

(877) 407-9797

(Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.   YES [X]     NO [   ]

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of October 9, 2015, 156,803,749 shares of the registrant's common stock were outstanding.

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PART I – FINANCIAL INFORMATION

NEXT GALAXY CORP.

(Formerly known as WILESS CONTROLS INC)

BALANCE SHEET

(unaudited)

"See notes to financial statements"

F-1

NEXT GALAXY CORP

(Formerly known as WILESS CONTROLS INC)

STATEMENTS OF OPERATIONS

(unaudited)

"See notes to financial statements"

F-2

NEXT GALAXY CORP

(Formerly known as WILESS CONTROLS INC)

STATEMENTS OF CASH FLOWS

(unaudited)

"See notes to financial statements"

F-3

NEXT GALAXY CORP.

(Formerly known as WILESS CONTROLS INC)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

Next Galaxy Corp (the "Company") was formed in 2009. The Company is a content and technology solutions company developing CEEK – a fully immersive cross platform social virtual reality application for accessing entertainment, experiences and events along with others to share it with. CEEK is ushering in a new era in entertainment, virtual reality and social networking with a blend of live, virtual and actual event offerings. Next Galaxy is leading the Social Virtual Reality revolution.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company's most recent audited financial statements and notes hereto as of May 31, 2015.  Operating results for the three months ended August 31, 2015 are not necessarily indicative of the results that may be expected for the year ending May 31, 2016, or any other period.

CASH AND CASH EQUIVALENTS

The Company cash balances accounts at institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.

We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

FAIR VALUE MEASUREMENTS

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

F-4

*     level l - quoted prices in active markets for Identical assets or liabilities

*     level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

*     level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.

The change in the level 3 financial instrument is as follows:

The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at August 31, 2015: 

CONVERTIBLE INSTRUMENTS

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities".

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Any excess of the derivative instrument over the face value of the note is recorded as interest expense upon inception of the note. The Company recorded $141,348 as interest expense upon the issuance of the notes referred to in Note 6.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

F-5

The derivative financial instruments consist of embedded derivatives related to features embedded within our convertible debt. The accounting treatment of derivative financial instruments requires that we record the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, non-cash income or expense at each balance sheet date.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

USE OF ESTIMATES

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include derivative financial instruments issued in financing transactions, the collectability of accounts receivable and deferred taxes and related valuation allowances. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

LOSS PER COMMON SHARE

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding.

Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

STOCK BASED COMPENSATION

The Company accounts for stock options and similar equity instruments issued in accordance with ASC 718. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

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ORGANIZATIONAL COSTS

Organizational costs, which relate to the Company start-up organization, are expenses as incurred. Such costs are included in selling, general and administrative costs.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to expense as incurred.

ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT

Acquired in-process research and development ("IPR&D") that the Company acquired represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and are accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a determination as to the then useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company tests IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the IPR&D intangible asset is less than its carrying amount. If the Company concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value is performed. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results.

ACQUIRED INTANGIBLES

Acquired intangibles include tradenames and trademarks, which are recorded at fair value, assigned an estimated useful life, and are amortized on a straight-line basis over their estimated useful lives. The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows.

NEW ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company's accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

In June 2014, FASB issued guidance that eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily the presentation of inception to date financial statements. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company elected to adopt the new guidance for development stage entities for the interim period ended June 30, 2014, and accordingly, is no longer presenting the inception-to-date financial information and disclosures formerly required.

F-7

In August 2014, FASB issued guidance that requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The new guidance is effective for the annual period ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Since this guidance primarily addresses certain disclosures to the financial statements, we anticipate no impact on our financial position, results of operations or cash flows from adopting this standard. The Company is currently in the process of evaluating the additional disclosure requirements of the new guidance and has not determined the impact of adoption on its financial statement disclosures.

NOTE 3 – GOING CONCERN

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company reported net loss of $953,419 from continuing operations for the three month period ended August 31, 2015 and $674,341 for the three month period ended August 31, 2014. The Company had no revenue for the three month period ended August 31, 2015 and 2014. The Company also has a negative working capital of $2,509,015 at August 31, 2015. These factors among others raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans for the Company's continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.

The Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.

The Company's inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – ASSET PURCHASE AND INTANGIBLE ASSET

On June 23, 2014, the Company entered into a IP Asset Purchase Agreement (the "Purchase Agreement"), with Mary Spio, pursuant to which the Company agreed to purchase certain patents owned and invented by Mrs. Spio (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased assets, the Company issued to Mrs. Spio an aggregate of 55,000,000 common shares of the Company. The company accounted for the acquisition in accordance with ASC 805-50-15 as an acquisition of assets rather than a business. The fair value of the assets acquired was based on their relative fair market values on the acquisition date as determined by an appraisal obtained by the Company.

Assets acquired:

Patent # 1; Topic search based method and apparatus for facilitating social contact in a network of users

Patent # 2; watermarking of biometrically authenticated subjects for social networks

CEEK Intellectual Property; CEEK Blended Live Events Entertainment Platform (VR/AR/Realife)

Next Galaxy Media; property and other proprietary rights relating to the project identified as Next Galaxy Media and all activities and developments related.

F-8

NOTE 5 – NOTES PAYABLE

In 2014, the Company received a loan from Bindor LLC in the amount of $50,000, which is outstanding at August 31, 2015. The loan bears interest at 18% and is payable on October 24, 2015 or in the event the Company gets an equity financing that results in gross proceeds of at least $1,000,000.

In 2015, the Company received a loan from Steel Partners, LLC in the amount of $200,000, which is outstanding at August 31, 2015. The loan bears interest at 10% and is payable on February 25, 2016.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

During the three month period ending August 31, 2015, the Company received the proceeds of loans which some are convertible at amount lesser of 55% to 70% of the lowest trading price of 20 to 25 preceding days of the common shares of the Company at the time of conversion and a fixed price, and one is at market price. The loans bear interest at 8% to 12% per annum. The convertible notes become due between October 2015 and August 2017. The amount received during the three month period ending August 31, 2015 and year ended May 31, 2015 were $404,750 and $562,596, respectively.

The convertible feature of these loans, due to their potential settlement in an indeterminable number of shares of the Company's common stock has been identified as a derivative. The derivative component is fair value at the date of issuance of the obligation and this amount is allocated between the derivative and the underlying obligation. The difference is recorded as a debt discount and amortized over the life of the debt.

The Company has determined that the conversion feature embedded in the notes constitutes a derivative and has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt, on the accompanying balance sheet, and revalued to fair market value at each reporting period.

F-9

A summary of the amounts outstanding is as follows:

NOTE 7 – NOTES PAYABLE – STOCKHOLDERS'

During the three months ended August 31, 2015, the Company received additional loans from Michel St-Pierre in the amount of $7,987. At August 31, 2015, the loans amounted to $19,506. These loans carry an interest of 10% and are payable on demand.

During the three months ended August 31, 2015, the Company received additional loans from a shareholder, in the amount of $4,737. The amount owed to stockholder August 31, 2015 is $4,737. These loans carry an interest of 10% and are payable on demand.

During the three months ended August 31, 2015, the Company received additional loans from Capex Investments Limited, a shareholder, in the amount of $35,800. The amount owed to Capex Investments Limited at August 31, 2015 is $124,234. These loans carry an interest of 10% and are payable on demand.

A summary of the amounts outstanding is as follows:

NOTE 8 – CAPITAL STOCK

The company is authorized to issue 500,000,000 shares of common stock (par value $0.00001) of which 156,803,649 were issued and outstanding as of August 31, 2015.

During the three month period ended August 31, 2015, the Company issued 57,439 restricted shares of common stock for services.

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NOTE 9 – INCOME TAXES

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes under enacted tax laws and rates.

The tax effects of temporary differences that give rise to deferred tax assets are presented below:

Components of the Company's deferred tax assets are as follows:

The Company has approximately $7,500,000 of net operating losses ("NOL") carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2028. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 10 – RELATED PARTY TRANSACTIONS

Accrued expenses- Related party consists of Accrued compensation. An amount of $192,000 and 96,000 was expensed during the three months period ended August 31, 2015 and the year ended May 31, 2015, respectively.

See Note 7 regarding Notes Payable to related parties.

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NOTE 11 – DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS)

Effective February 28, 2015, after its change in focus of its business, the Company decided to end its machine-to-machine business. All expenses, which were substantially all general and administrative expenses, related to this business have been classified as loss from discontinued operations on the accompanying statement of operations for the three month ended May 31, 2014, which amounted to $44,673.

NOTE 12 – SUBSEQUENT EVENTS

Management evaluated all activity of the Company through the date the Financial Statements were available to be issued and noted there were no material subsequent events which require recognition or disclosure as of that date.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended August 31, 2015 (this "Report"). This Report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this report, including, without limitation, "believes", "anticipates," "expects" and the like, constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

Results of Operations

During the past few months, we have hired independent contractors that have worked on developing a method and apparatus for facilitating social contact in a network of users. They are to create CEEK, a fully immersive and interactive social virtual reality platform that simulates the communal experience of being at a movie, music concert, sports game, museum, business conference or meeting, spectator event or travel destination.

On June 19, 2014, we entered into an IP Asset Purchase Agreement (the "Agreement") with Mary Spio ("Spio") to acquire certain assets (the "IP Assets") owned by her in consideration of 55,000,000 restricted shares of our common stock.  The IP Assets are used in developing a method and apparatus for facilitating social contact in a network of users.

On or about June 19, 2014, as a result of completing our Agreement, we changed the focus of our business from services to the Machine-to-Machine market to technology solutions company that provides easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities.

On June 19, 2014, Mary Spio has been nominated president, principal executive officer and a member of our board of directors.

On June 23, 2014, we completed the Agreement with Mary Spio and exchanged the 55,000,000 restricted shares of our common stock for the IP Assets.

On July 14, 2014, Laurie Clark was nominated Director and Chief Operating Officer.

On August 12, 2014, as a leading technology and content solutions company developing dynamic, innovative experiences for consumers, we announced that Grammy nominated music producer Willie "Bum Bum" Baker through his new production company New Revolt has entered into partnership with us to create a series of reality shows featuring various musical artists for the CEEK platform, a fully immersive social entertainment platform in development for accessing Virtual Reality and Augmented Reality content.  The "docu-series" will be shot with 360 cameras to create the most intimate and immersive experience and designed for viewing through Virtual Reality headgear, such as the Oculus Rift.

On August 19, 2014, we changed our name to Next Galaxy Corp. Our shares of common stock are traded on the OTCQB operated by the Financial Industry Regulatory Authority under the symbol "NXGA".

In September, 2014, we announced the release of a first of its kind virtual reality audio headset – Ceekars™. Ceekars™ is the world's first integrated Virtual Reality (VR) audio headset specifically optimized to work with the Oculus Rift and other head mounted VR devices that lack audio to provide dynamic, reactive sound in parallel with immersive video, completing the ultimate VR experience.

On December 7, 2014, we have signed a Business Partnership Agreement with Annex Telecom Co., Ltd, one of South Korea's top Mobile Virtual Network Operators (MVNO). Per the agreement, Next Galaxy and Annex Telecom will work together to create and distribute Virtual Reality (VR) concerts and experiences for use with devices such as the Samsung Gear VR and Oculus Rift via the CEEK Platform. Annex Telecom will also provide celebrity talent affiliations for production and marketing of VR Concerts.

For the Three Month Period ended August 31, 2015

Overview

We incurred net losses of $953,419 for the three month period ended August 31, 2015 as compared to net losses of $719,014 for the comparable period of 2014.

There has been a decrease of $719,607 in general and administrative expenses, a decrease in changes in value of derivative liability of $516,631 and an increase in interest expenses of $1,088,095 mainly attributable to the interest expense resulting from derivative liabilities.

For the three month period ended August 31, 2015, the Company spent $697 in professional fees, $72,000 in salary, $191,084 in consulting. For the comparable period of 2014, the Company spent $83,946 in professional fees, $60,000 in salary and $900,000 in finder's fee paid for IP Asset Purchase.

Sales

For the three month period ended August 31, 2015 and 2014, we had no revenues.

General and Administration

For the three month period ended August 31, 2015 and 2014, we incurred general and administration expenses of $320,770 and $1,040,377 respectively, a decrease of 69% from the three month period ending 2014. The decrease resulted from the professional fees expenses and finder's fee paid for IP Asset Purchase.

Interest

For the three month period ended August 31, 2015 and 2014, we incurred $1,092,386 compared to $4,291 for the three month period ended August 31, 2014. The increase of 253% was caused by increased borrowings and interest expense recorded upon issuance of convertible debt in which the debt discount related to the conversion feature recorded as a derivative exceed the face value of the note.

Research and development

For the three month period ended August 31, 2015 and 2014, we incurred research and development expenses of $56,894 and $0 respectively, an increase of 100% from the three month period ending 2014. The increase resulted from the CEEK platform development fees.

Changes in fair value of derivative liabilities

For the three month period ended August 31, 2015 and 2014, we realized, in changes in fair value of derivative liabilities, a gain of $516,631 and $0 respectively, an increase of 100% from the three month period ending 2014. The increase resulted from increased borrowings upon issuance of convertible debt.

Liquidity and Capital Resources

At August 31, 2015, we had $251,762 in cash, as opposed to $42,775 in cash at May 31, 2015. Total cash requirements for operations for the three month period ended August 31, 2015 was $188,287. As a result of its new business plan, management estimates that cash requirements through the end of the fiscal year ended May 31, 2016 will be between $500,000 thousand to $2,000,000 thousand. As of the date of this Report, we do not have available resources sufficient to cover the expected cash requirements through the end of the second quarter of 2016 or the balance of the year.  As a result, there is substantial doubt that we can continue as an ongoing business without obtaining additional financing. Management's plans for maintaining our operations and continued existence include selling additional equity securities and borrowing additional funds to pay operational expenses. There is no assurance we will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue our existence. If our losses continue and we are unable to secure additional financing, we may ultimately be required to seek protection from creditors under applicable bankruptcy laws.

At August 31, 2015, we had total assets of $5,011,743. This was an increase of $79,434, or 1.6%, as compared to total assets of $4,932,309 as of May 31, 2015. The increase was primarily attributable to cash.

At August 31, 2015, we had total liabilities of $3,213,643. This was an increase of $1,023,944, or 47%, as compared to liabilities of $2,189,699 as of May 31, 2015. The net increase was attributable to notes payable and derivative liabilities.

During the three month period ended August 31, 2015, the Company received additional loans from Michel St-Pierre, a shareholder, in the amount of $7,987. August 31, 2015, the loans amounted to $19,506. These loans carry an interest of 10% and are payable on demand.

Our financial condition raises substantial doubt about our ability to continue as a going concern. Management's plan for our continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise our sales volume. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and our ability to continue as a going concern.

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Memorandum. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We have only had operating losses which raise substantial doubts about our viability to continue our business and our auditors have issued an opinion expressing the uncertainty of our Company to continue as a going concern. If we are not able to continue operations, investors could lose their entire investment in our Company. Presently, the monthly negative cash flow amounts to $50,000 and our available cash cannot sustain current operations for more than one month. In order to continue our operations, we want to sell additional shares of common stock or borrow additional funds and generate sufficient cash from operations to support our company for the next twelve months.

Contractual Obligations

The Company is not party to any contractual obligations other than indicated in Notes 6, 7 and 8.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements.

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of August 31, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matter involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the period ended August 31, 2015.

Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This periodic report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this quarterly report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended August 31, 2015 that has affected, or is reasonably likely to affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES.

In the first quarter, we issued 57,439 shares of common stock. 

A total of 57,439 shares of common stock were issued to Emerson Gerard Associates, in consideration of consulting fees of $8,909, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.

ITEM 6.

EXHIBITS.

The following documents are included herein:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 15^th day of October, 2015.

EXHIBIT INDEX