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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission file number 000-52961

MEEMEE MEDIA INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

6630 West Sunset Boulevard

Los Angeles, CA   90027

(Address of principal executive offices, including zip code.)

(310) 460-9215

(Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 (§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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

At June 10, 2014, the Registrant had 33,375,000 common shares outstanding.

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MEEMEE MEDIA INC.

Index to Form 10-Q

For the Quarterly Period Ended April 30, 2014

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MEEMEE MEDIA INC.

(A Development Stage Company)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

April 30, 2014

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at April 30, 2014 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's July 31, 2013 audited financial statements.  The results of operations for the period ended April 30, 2014 are not necessarily indicative of the operating results for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.

At April 30, 2014 the Company has limited cash resources and will likely require new financing, either through loans from officers, debt financing, equity offerings or business combinations to continue the development of its business; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved.

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MEEMEE MEDIA INC.

(A Development Stage Company)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

April 30, 2014

The likely outcome of these future events is indeterminable. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.

As of April 30, 2014, the Company has never generated any revenues and has accumulated losses of $(2,361,270) since inception.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

The Company is authorized to issue 150,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

On August 28, 2013, the Company issued 25,000 shares of unregistered restricted common stock valued at $0.25 per share in lieu of outstanding debt totaling $6,250 for professional services rendered.

On September 9, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash and cash equivalent.

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MEEMEE MEDIA INC.

(A Development Stage Company)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

April 30, 2014

On October 3, 2013, the Company issued 510,000 shares of unregistered common stock at $0.21 per share for a total of $107,100 cash.

On October 21, 2013, the Company issued an aggregate of 200,000 shares of unregistered common stock to non-related service providers pursuant to a consulting agreement entered into during the period. The shares were valued at $120,000 based on the fair market value of the stock on the date the shares were issued.

On October 31, 2013, the Company issued 250,000 shares of unregistered common stock to a non-related service provider pursuant to a financial advisory agreement entered into during the period. The shares were valued at $150,000 based on the fair market value of the stock on the date the shares were issued.

On December 2, 2013, the Company issued 100,000 shares of unregistered common stock at $0.50 per share for a total of $50,000 cash.

On December 5, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash.

On December 23, 2013, the Company issued 100,000 shares of unregistered common stock at $0.50 per share for a total of $50,000 cash.

On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement and Common Stock Purchase Warrant with an accredited investor. In connection with the Note, the Company granted the investor 100,000 shares of unregistered common stock valued at $0.50 per share based on the fair market value of the stock on the date the shares were issued.

As at April 30, 2014 an aggregate of $536,732 was recorded as consulting fees for consulting services rendered by the officers of the Company.

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MEEMEE MEDIA INC.

(A Development Stage Company)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

April 30, 2014

On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement and Common Stock Purchase Warrant (the "Warrant") with an accredited investor (the "Investor").

The Note provides that all unpaid principal, together with the then accrued interest and any other amounts payable hereunder, shall be due and payable on the date which is the first to occur between (i) the closing of the Company's previously announced acquisition of a Latin American mobile services target (the "Acquisition"); or (ii) six (6) months after the date of the Note.

The amount of outstanding principal under the Note bears interest at a rate of one percent (1%) per month; provided, however, upon the occurrence of an uncured event of default under the Note, the outstanding principal at the time of such uncured event of default shall accrue at the rate of seventeen percent (17%) per annum during the period of time which the event of default is continuing and not cured, and the amount of any and all such default interest shall be payable on demand by the Investor.  The obligations of the Company under this Note are secured pursuant to the terms of the Security Agreement which grants the Investor a first-priority security interest and lien against the Company's assets.  In connection with the Note, the Company granted the Investor 100,000 shares of Company common stock.  The debt issue costs were amortized over the life of the loan (six months) and recorded as $25,000 in deferred financing costs and $25,000 in interest expense during the period.  The Company also granted the Investor piggyback registration rights and the same registration rights (if any) granted to the investors in any Company financing completed in connection with the Acquisition.

The Warrant provides for the grant of warrants to purchase up to 3,000,000 shares of the Company's common stock to the Investor with a 5 year term at an exercise price of $0.50 per share. The fair value of the warrants granted was estimated at the date of granting using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.07%, volatility factor of 506.18%, and a weighted average expected life of 5 years.  The Company assigned a relative fair market value to the Warrants in the amount of $107,143, which was recorded as a discount of $53,571 and amortized over the life of the Note.

On February 5, 2014, the Company advanced $150,000 as a loan to a non-related party.  The loan beared an interest amount equal to $2,000 plus an administration fee of $1,500 which was due on March 4, 2014.  Subsequent to the end of the reporting period $100,000 CDN ($90,000 USD) was repaid. The balance of $60,000 USD ‎was extended to June 30, 2014 (the "Due Date") and bears an amended interest rate of 2% of principal per month, effective from February 5, 2014 and is payable in full together with the balance of the of the principal on the Due Date.  Interest of 2% per month will continue to accrue on any and all sums (principal, interest and penalties) outstanding after the Due Date.  Furthermore, the loan is subject to an additional late payment penalty of $2,500 on the Due Date.

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MEEMEE MEDIA INC.

(A Development Stage Company)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

April 30, 2014

On May 21, 2014, the Company issued 100,000 shares of unregistered common stock to a non-related service provider pursuant to a consulting agreement. The shares were valued at $35,000 based on the fair market value of the stock on the date the shares were issued.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

The Company may from time to time make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control).  The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report.  The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

In this Form 10-Q references to "MeeMee", "the Company", "we", "us" and "our" refer to MeeMee Media Inc.

Limited Operating History

There is limited historical financial information about our company upon which to base an evaluation of our future performance.  We are a development stage corporation and have not generated any revenues from operations.  We cannot guarantee that we will be successful in our business operations.  We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.

We have limited resources and there is no assurance that future financing will be available to us on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Overview of Operations

We were incorporated in the State of Nevada on August 23, 2005.  We maintain our statutory registered agent's office at 311 W. Third Street, Carson City, NV 89703 and our business office is located at 6630 West Sunset Boulevard, Los Angeles, CA 90027. Our telephone number is (310) 460-9215.

Our original business was to involve the design and marketing of women's intimate apparel.  In December 2009, we ventured into the development of skin care products built around "catechin", the naturally occurring bioflavinoid that detoxifies cell-damaging free radicals in the body and is considered to have a range of potential health benefits to help combat arthritis, vascular disease and certain cancers.   As of yet, we have been unable to secure and develop working relationships with third party subcontractors needed to execute our business plan. We are a "shell company" whose sole purpose at this time is to locate and consummate a merger and/or acquisition with an operating entity.

We have no employees and own no property. We currently maintain office space located at 6630 West Sunset Boulevard, Los Angeles, CA 90027.  There is no lease arrangement for the office space. We are on a month-by-month, as needed basis.  We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated. In May, 2013, we changed our name to MeeMee Media Inc.  In connection with the name change, FINRA assigned the Company a new stock symbol "MEME".

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Liquidity and Capital Resources

At April 30, 2014, we had total assets of $361,545 ($183,045 in cash, $153,500 in loan receivable and $25,000 in deferred financing costs) against total liabilities of $1,491,021 compared to total assets of $5,234 and total liabilities of $ 291,877 at July 31, 2013.  Net working capital was ($1,129,476) compared to ($286,643) at July 31, 2013.  We incurred a net loss of $(1,733,327) for the nine months ending April 30, 2014 and an aggregate deficit since inception of $(2,361,270).

Since inception, we have used our common stock to raise money to fund our business operations, for corporate expenses and to repay outstanding indebtedness.  Net cash provided by the sale of shares from inception on August 23, 2005 to April 30, 2014 was $1,079,350.  During the nine months ended April 30, 2014 we issued 1,785,000 shares of our common stock valued at $733,350.

During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.   Our management is exploring a variety of options to meet our cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations.  As at April 30, 2014, an aggregate of $411,135 is owed to an officer of the Company for expenses and consulting services rendered.

Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  There can be no assurance that we will be able to raise additional capital, and if we are unable to raise additional capital, we will unlikely be able to continue operations.

On February 3, 2014, the Company entered into a Secured Promissory Note in the principal amount of $1,000,000 (the "Note"), a Security Agreement (the "Security Agreement") and Common Stock Purchase Warrant (the "Warrant") with an accredited investor (the "Investor").

The Note provides that all unpaid principal, together with the then accrued interest and any other amounts payable thereunder, shall be due and payable on the date which is the first to occur between (i) the closing of the Company's previously announced acquisition of a Latin American mobile services target; or (ii) six (6) months after the date of the Note. The Company will repay the note through proceeds generated from private placements upon future rounds of financings.

The amount of outstanding principal under the Note bears interest at a rate of one percent (1%) per month; provided, however, upon the occurrence of an uncured event of default under the Note, the outstanding principal at the time of such uncured event of default shall accrue at the rate of seventeen percent (17%) per annum during the period of time which the event of default is continuing and not cured, and the amount of any and all such default interest shall be payable on demand by the Investor.  The obligations of the Company under this Note are secured pursuant to the terms of the Security Agreement which grants the Investor a first-priority security interest and lien against the Company's assets.  In connection with the Note, the Company granted the Investor 100,000 shares of Company common stock.  The Company also granted the Investor piggyback registration rights and the same registration rights (if any) granted to the investors in any Company financing completed in connection with the Acquisition.

The Warrant provides for the grant of warrants to purchase up to 3,000,000 shares of the Company's common stock to the Investor with a 5 year term at an exercise price of $0.50 per share. The Company granted the Investor piggyback registration rights, and the same registration rights (if any) granted to the investors in any Company financing completed in connection with the Acquisition, for the shares underlying the warrants.  The Warrant also provides that, other than in connection with certain excepted issuances described in the Warrant, the $0.50 per share exercise price shall be reduced to any lower price issuance by the Company of any common stock or securities convertible into or exercisable directly or indirectly for shares of common stock.  Additionally, if the Company sells shares of its common stock, or securities convertible into or exercisable directly or indirectly for shares of

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common stock, in a financing which is completed in connection with the Acquisition at a price per share, or at an exercise or conversion price per share, which is less than $0.75, then the exercise price shall be automatically reduced to an exercise price which is equal to (i) the lesser price multiplied by (ii) six hundred sixty six thousands (0.666).

On February 5, 2014, the Company advanced $150,000 as a loan to a non-related party.  The loan bears an interest amount equal to $2,000 plus an administration fee of $1,500 due on March 4, 2014.  Subsequent to the end of the reporting period $100,000 CDN ($90,000 USD) was repaid. The balance of $60,000 USD ‎ was extended by 120 days at an interest rate of 18% per annum.

Plan of Operation

Currently, we are a development stage corporation.  A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

On April 24, 2013, we issued a press release announcing that we had entered into an Exclusivity Agreement (the "Exclusivity Agreement") and Non-Binding Letter of Intent ("LOI") with one of Latin America's largest and most profitable mobile content and services companies (the "Target"), to purchase 100% of the interests of the Target (the "Acquisition").

Under the terms of the LOI, the Acquisition would primarily be paid for with cash consideration, a component of which is structured as a three-year earn-out, and conditioned on the achievement of certain EBITDA hurdles. The Target would receive common stock, valued on the same basis as the equity component of the Company's intended financing.  Completion of the Acquisition under the LOI is dependent on, among other things, the completion of due diligence satisfactory to the Company, and the completion of an audit under US GAAP.  Under the terms of the Exclusivity Agreement, the parties agreed that the Target would not engage in any negotiations or discussions with other potential acquirers during the period of exclusivity. The parties also agreed to maintain the confidentiality of the identity of the Target in order to protect the Target's competitive interests, and the interests of its many customers and employees.

The Exclusivity Agreement and LOI expired on July 31, 2013 and on October 3, 2013, both parties agreed to revise and extend the LOI and Exclusivity Agreement.

Our plan of operation for the next twelve months will be to continue working towards the completion of the Acquisition and the proposed transaction under the LOI  In the event the Acquisition does not close, we will then (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

Results of Operations

We did not generate any revenues during the periods ended April 30, 2014 and 2013.

During the nine month periods ended April 30, 2014 and 2013, much of the Company's resources were directed at maintaining the Company in good standing, identifying new business opportunities and conducting due diligence on the transaction as proposed under the LOI executed October 3, 2013.

For the three months ended April 30, 2014 and 2013

We had a net loss of $(470,037) for the three months ended April 30, 2014 compared to a net loss of $(19,598) for the three month period ended April 30, 2013.  The change is explained below.

Operating Expenses:  Operating expenses were $361,466 and $19,598 respectively.  During the three months ended April 30, 2014 operating expenses increased by $341,868 as the Company focused its resources on pursuing a potential merger/acquisition with one of Latin America's largest and most successful mobile content and services companies.

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During the three months ended April 30, 2014, we incurred expenses of $130,500 ($Nil – April 30, 2013) for consulting and related fees owed to our officers and various consultants for professional services rendered to the Company.  Due diligence fees of $131,065 ($Nil – April 30, 2013) were incurred during the period in connection with the investigation of a prospective merger with a Latin American mobile content and services company.  We incurred $94,031 in general and administrative expenses ($19,598 –April 30, 2013) which included administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing, transfer agent fees, travel and entertainment, bank and foreign exchange fees and general office expenses. Shareholder relations fees totaled $5,870 ($Nil – April 30, 2013) for press releases disseminated by the Company.  During the three months ended April 30, 2014 the Company recorded $(108,571) in interest expense and financing costs related to a promissory note entered into during the period.

For the nine months ended April 30, 2014 and 2013

We had a net loss of $(1,733,327) for the nine months ended April 30, 2014 compared to a net loss of $(37,688) for the nine month period ended April 30, 2013.  The change is explained below.

Operating Expenses:  Operating expenses were $1,624,756 and $37,688 respectively. During the nine months ended April 30, 2014 operating expenses increased by $1,587,068 as the Company focused its resources on pursuing a potential merger/acquisition with one of Latin America's largest and most successful mobile content and services companies.

For the nine months ended April 30, 2014, consulting and related fees owed to our officers and various consultants for professional services rendered totaled $938,732 ($Nil –April 30, 2013).   Due diligence fees of $486,175 ($Nil – April 30, 2013) were incurred during the period in connection with prospective merger with a Latin American mobile content and services company.  General and administrative expenses were $185,879 ($37,688 – April 30, 2013) and shareholder relations fees totaled $13,970 ($Nil – April 30, 2013) for press releases disseminated by the Company. In relation to a promissory note entered into during the period, the Company recorded $(108,571) in interest expense and financing costs.

As of the date of this report, we have not generated any revenues.  As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities and carry on with the due diligence process of the proposed acquisition. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.

We are subject to risks inherent in the establishment of a new business enterprise.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

Going Concern Uncertainties

As of the date of this quarterly report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations.    The financial statements included in this quarterly report have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.  If we are not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

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Off-Balance Sheet Arrangements

At April 30, 2014, we do not have any 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

Not applicable.

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of April 30, 2014. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were ineffective as of April 30, 2014. The material weaknesses we identified in our annual report on Form 10-K for our fiscal year ending July 31, 2013 have not been remedied due to our lack of sufficient capital resources.

As of April 30, 2014, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended April 30, 2014, that materially affected, or are reasonably likely to materially affect, our company's internal control over financial reporting.

PART II. OTHER INFORMATION

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.  We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

On August 28, 2013, the Company issued 25,000 shares of unregistered restricted common stock valued at $0.25 per share in lieu of outstanding debt totaling $6,250 for professional services rendered.  The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.

On September 9, 2013, the Company issued 250,000 shares of unregistered common stock at $0.50 per share for a total of $125,000 cash and cash equivalent.  The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.

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On October 3, 2013, the Company issued 510,000 common shares at $0.21 per common share for a total of $107,100 cash.  The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.

On October 21, 2013 the Company issued an aggregate of 200,000 shares common stock pursuant to a consulting agreement entered into during the period. The shares were valued at $120,000 based on the fair market value of the stock on the date the shares were issued.  The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, to sophisticated investors who are "accredited investors" within the meaning of Rule 501 (a) under the Securities Act.

On October 31, 2013, the Company issued 250,000 shares of common stock pursuant to a financial advisory agreement. The shares were valued at $150,000 based on the fair market value of the stock on the date the shares were issued. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act of 1933, to a sophisticated investor who is an "accredited investor" within the meaning of Rule 501 (a) under the Securities Act.

During the month of December 2013, the Company issued an aggregate of 450,000 shares of unregistered common stock to three investors at $0.50 per common share for total proceeds of $225,000 cash.  The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, to sophisticated investors who are "accredited investors" within the meaning of Rule 501 (a) under the Securities Act.

On February 3, 2014, the Company issued 100,000 shares of unregistered common stock pursuant to a Secured Promissory Note with an accredited investor. The shares are valued at $0.50 per share based on the fair market value of the stock on the date the shares were issued. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, to sophisticated investors who are "accredited investors" within the meaning of Rule 501 (a) under the Securities Act.

On May 21, 2014, subsequent to the reporting period covered by this report, the Company issued 100,000 shares of unregistered common stock to a non-related service provider pursuant to a consulting agreement. The shares were valued at $35,000 based on the fair market value of the stock on the date the shares were issued. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, to sophisticated investors who are "accredited investors" within the meaning of Rule 501 (a) under the Securities Act.

None.

Not applicable.

None.

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The following exhibit index shows those exhibits filed with this report and those incorporated herein by reference:

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 10^th day of June 2014.