10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

___________________________

FORM 10-Q

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

FOR THE QUARTER ENDED: 31 MARCH 2014

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

Commission File Number: 000 – 53492

___________________________

EMAV Holdings, Inc.

(Name of small business issuer in its charter)

___________________________

Delaware	26-3167800
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1900 Main Street, #300
Irvine, California 92614	92614
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code:  (949) 851-5996

___________________________

Indicate by check mark whether the registrant (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 past 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 (Section 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	o	Smaller Reporting Company	S

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

As of May 18, 2015, there were 46,668,565 shares of the registrant’s common stock, $.001 par value per share, outstanding.

EMAV Holdings, Inc.

Form 10-Q

For the Quarter Ended 31 March 2015

TABLE OF CONTENTS

		Page
Part I- Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Part II- Other Information
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Default Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	23

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

EMAV HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
	March 31,			December 31,
	2015			2014
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	19,141		$	63,914
Prepaid expenses		35,000			77,666
Total Current Assets		54,141			141,580
Property and equipment, net		31,855			34,719
Total Assets	$	85,996		$	176,299
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	27,000		$	19,353
Accrued liabilities		16,459			5,052
Payable to related party		12,500			12,500
Notes payable, current portion, net of debt discount of $11,729 and $15,820 at March 31, 2015 and December 31, 2014, respectively		45,552			38,686
Total Current Liabilities		101,511			75,591
Note payable, net of current portion, net of debt discount of $12,707 and $15,639 at March 31, 2015 and December 31, 2014, respectively		25,441			32,237
Total Liabilities		126,952			107,828
Commitments and contingencies (Note 6)
Stockholders' Equity
Common stock, $0.001 par value, 300,000,000 shares authorized; 47,523,565 shares and 47,421,565 shares issued and 46,648,565 shares and 46,546,565 shares outstanding at March 31, 2015 and December 31, 2014, respectively		47,524			47,422
Treasuary stock, 875,000 shares, $0.001 par value, issued  not outstanding		(875	)		(875	)
Additional paid in capital		4,882,952			4,832,054
Accumulated deficit		(4,970,557	)		(4,810,130	)
Total Stockholders' Equity (Deficit)		(40,956	)		68,471
Total Liabilities and Stockholders' Equity	$	85,996		$	176,299

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

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EMAV HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations
	For the Three Months Ended March 31,
	2015			2014
	(Unaudited)			(Unaudited)
Revenues	$	-		$	-
Cost of goods sold		-			-
Gross Profit (Loss)		-			-
Operating Expenses
Depreciation		2,864			1,494
General and administrative		148,507			199,195
Total Operating Expenses		151,371			200,689
Operating Loss from Operations		(151,371	)		(200,689	)
Other Income (Expenses)
Interest expense		(9,056	)		(5,011	)
Total Other Income (Expenses)		(9,056	)		(5,011	)
Loss from Continuing Operations before Income Taxes		(160,427	)		(205,700	)
Provision for income tax		-			-
Net loss	$	(160,427	)	$	(205,700	)
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		46,590,721			51,090,432

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

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EMAV HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
	For the Three Months Ended March 31,
	2015			2014
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(160,427	)	$	(205,700	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		2,864			1,494
Amortization of prepaid consulting services for stock issuances		42,666			-
Amortization of debt discount		7,023			4,091
Changes in operating assets and liabilities:
Accounts payable		7,647			(2,000	)
Accrued liabilities		11,408			920
Net cash used in operating activities		(88,820	)		(201,195	)
Cash Flows from Investing Activities:
Purchase of property and equipment		-			(37,479	)
Net cash used in investing activities		-			(37,479	)
Cash Flows from Financing Activities:
Cash proceeds from sale of stock		51,000			153,500
Cash payments against note payable		(6,953	)		-
Net cash provided by financing activities		44,047			153,500
Net decrease in cash and cash equivalents		(44,773	)		(85,174	)
Cash and cash equivalents, beginning of the period		63,914			125,450
Cash and cash equivalents, end of the period	$	19,141		$	40,276
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	626		$	-
Supplemental disclosures of non-cash investing and financing activities:
Issuance of common stock in satisfaction of liability for issuance of common stock	$	-		$	30,000

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

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EMAV Holdings, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)

NOTE 1 – Nature of Operations and Going Concern

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “EMAV” shall mean EMAV Holdings, Inc., a Delaware corporation, and its wholly-owned consolidated subsidiary Electric Motors and Vehicles Company.

EMAV Holdings, Inc. was originally incorporated on May 14, 1987 in Florida as Ventura Promotion Group, Inc. The Company became a public company in July 1998 and on November 12, 1998 changed its name to American Surface Technologies International, Inc. In September 2001, the State of Florida administratively dissolved the Company for not maintaining proper filings with the state and not paying franchise tax fees. In 2006, the Company changed its name to Global Environmental, Inc.  In December 2007, the Company re-domiciled to Delaware and on August 27, 2008, changed its name to Ravenwood Bourne, Ltd.  Effective September 30, 2011, the Company changed its name to PopBig, Inc.

On December 26, 2013, the Company entered into a merger agreement to acquire Electric Motors and Vehicles Company, a Delaware corporation (“EMAVC”) and changed its name to EMAV Holdings, Inc.  The merger was completed on December 27, 2013 and is being accounted for as a reverse merger and recapitalization in which EMAVC is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the merger will be those of EMAVC and will be recorded at the historical cost basis of EMAVC, and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of EMAV and EMAVC, and the operations of the combined Company from the closing date of the merger. The Company elected to change its fiscal year end to be December 31.

EMAVC was formed under the laws of Delaware on March 11, 2010. EMAVC’s principal business is electric vehicle manufacturing and sales. It plans to design, assemble, and sell premium electric rugged sport adventure consumer vehicles and commercial electric vehicles. EMAVC will deploy a unique approach to build and bring its vehicles to market. Rather than creating a new vehicle and building out a new distribution network, EMAVC will use the four-door Jeep Wrangler as the platform for its signature electric vehicle and sell its consumer vehicles directly through Jeep dealerships; its commercials vehicles will be sold directly to users.

The accompanying (a) condensed consolidated balance sheet at December 31, 2014 has been derived from audited statements and (b) the condensed consolidated unaudited financial statements as of and for the periods ended March 31, 2015 and 2014, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results of operations expected for the year ending December 31, 2015.

The Company’s unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. 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 financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $160,427 for the three months ended March 31, 2015, used net cash in operating activities of $88,820 and has an accumulated deficit of $4,970,557 as of March 31, 2015. The Company had a working capital deficit of $47,370 and total stockholders’ deficit of $40,956 as of March 31, 2015. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying unaudited consolidated condensed financial statements do not include any adjustments to reflect 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.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s unaudited consolidated financial statements. The unaudited consolidated financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The unaudited consolidated financial statements of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company, and itswholly-owned subsidiary EMAVC. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. 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 date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 Company’s balances requiring management to make estimates and assumptions about future events include equity and debt transactions, depreciation of property and equipment, and the valuation allowance on deferred tax assets.  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.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

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Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and loan payable to related party. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.  The Company has not recognized any revenue through March 31, 2015.

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended March 31, 2015, there were no potentially dilutive common shares outstanding during the period. Outstanding warrants to purchase 2,500,000 shares of common stock were excluded from this calculation as their effect would be anti-dilutive due to the reported net losses in each period.

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

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Non Cash Equity Transactions

Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received whichever is more readily determinable.

Recent Accounting Pronouncements

Consolidation Reporting

In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" (“ASU 2015-02”). This standard update is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current U.S. GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or variable interest entities. The amendments in ASU 2015-02 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The adoption of ASU 2015-02 is not expected to have an impact on the Company’s consolidated financial statements.

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented.  If the Company adopts this standard update on its effective date, management expects that approximately $31,900 will be reclassified from assets to being presented as contra-liability.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consists of:

	March 31,			December 31,
	2015			2014
	(Unaudited)
Property and equipment	$	43,405		$	43,405
Less: accumulated depreciation		(11,550	)		(8,686	)
Property and equipment, net	$	31,855		$	34,719

Depreciation expense for the three months ended March 31, 2015 and 2014 was $2,864 and $1,494,respectively.

NOTE 4 – NOTES PAYABLE

	March 31, 2015		December 31, 2014
	(Unaudited)
Stockholder note payable, unsecured, 5% stated annual interest, monthly interest only payments from September  2014 to April 2015, 24 fixed monthly payments of $3,290 from May 2015 to April 2017. Original discount of $33,233 applied to normalize interest to 5% will be amortized over the loan term (P/Note 1)	$	73,233	$	73,233
Stockholder note payable, principal balance of $53,000, unsecured, interest bearing, monthly payment of $3,790 starting February 1, 2014, due April 1, 2016 (P/Note 2)		22,196		29,149
	$	95,429	$	102,382
Note payable - current portion		57,281		54,506
Note payable - long term portion	$	38,148	$	47,876
Discount - current portion	$	11,729	$	15,820
Discount - long term portion	$	12,707	$	15,639

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On June 18, 2014, the Company executed a promissory note (the “P/Note 1”) with a stockholder lender in the principal amount of $40,000. The terms of the P/Note 1 require the Company to make (a) monthly interest only payments (5% annual rate) starting on September 18, 2014; (b) twenty-four (24) payments of $3,290 each, including principal and interest, beginning May 18, 2015 through April 18, 2017, at which time the entire principal amount, plus any and all accrued interest shall be due and payable; and, (c) in the event of an investment or series of related investments of at least $5,000,000 before April 18, 2017, then the entire principal balance and all accrued and unpaid interest shall be due in full in addition to a $5,000 prepayment penalty. In connection with the issuance of P/Note 1, the Company has recorded a debt discount of $33,233 applied to normalize interest to 5% which will be amortized as interest expense over the life of the Note 1. The Company has recognized interest expense of $2,932 and $0 for amortization of debt discount related to P/Note 1 for the three months ended March 31, 2015 and 2014, respectively. The unamortized portion of debt discount was $24,436 at March 31, 2015. In addition, the Company has recorded an interest expense of $500 and $0 on P/Note 1 for the three months ended March 31, 2015 and 2014, respectively.

On May 23, 2013, the Company executed a promissory note (the “P/Note 2”) with a stockholder in the principal amount of $53,000. The terms of the P/Note 2 required the Company to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest shall be due and payable. On March 30, 2015, the Company and the shareholder mutually agreed to extend the due date of payment of the P/Note 2 to April 1, 2016. The Company is delinquent in making seven (7) monthly payments as of March 31, 2015, and the note holder has not made a demand for the past due payments. The Company has recorded interest expense of $909 and $920 on P/Note 2 for the three months ended March 31, 2015 and 2014, respectively.

As additional consideration and not as additional interest, the Company agreed to issue 100,000 shares of restricted common stock at its fair value of $30,000 to the stockholder upon execution of P/Note 2. The Company has formally issued the shares during the year ended December 31, 2014 (Note 7). In connection with the issuance of the common stock pursuant to P/Note 2, the Company has recorded a debt discount in the amount of $30,000 which is being amortized to interest expense over the life of the Note. The Company has recognized interest expense of $4,091 and $4,091 related to the amortization of debt discount related to P/Note 2 for the three months ended March 31, 2015 and 2014, respectively. The net book value of the unamortized portion of the debt discount was $0 and $4,091 at March 31, 2015 and December 31, 2014, respectively.

The Company has recorded total interest expense, including amortization of debt discount, of $9,056 and $5,011 for the three months ended March 31, 2015 and 2014, respectively. The Company has recorded accrued interest of $6,459 and $4,052 on P/Note 1 and P/Note 2 as of March 31, 2015 and December 31, 2014, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has engaged an entity owned by the Chief Executive Officer/director of the Company to provide business advisory, consulting, and legal services. The Company has recorded an expense of$34,500 and $21,500 for consulting services for the three months ended March 31, 2015 and 2014, respectively. There were no amounts due under this arrangement as of March 31, 2015 or December 31, 2014.

In 2014, the Chief Executive Officer/Director provided a short term advance of $12,500 to the Company for its working capital needs. The short term advance is non-interest bearing, unsecured and due on demand and is due and payable as of March 31, 2015 and December 31, 2014, respectively.

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NOTE 6 – COMMITMENTS AND CONTINGENCIES

Settlement of litigation

The Company entered into an agreement for public relations services (the “Agreement”) with an unrelated third party (“DLC”) in September 2010. The Company disputed the quality of the services rendered and failed to tender final payment under the Agreement. DLC initiated legal action against the Company in January 2012 for collection under the Agreement. The Company did not have the resources to contest the action, so a default judgment was entered against the Company in favor of DLC in July 2012 in the amount of $14,425. Thereafter, DLC sought to collect on the judgment, and the total amount claimed by DLC grew to over $25,000 as DLC was entitled to collect attorney’s fees under the Agreement.

In October 2013, the entire Agreement with DLC was negotiated and settled requiring the Company to pay DLC $3,000 in November 2013 and $1,000 per month for the next 12-month period. The Company agreed not to contest DLC’s ownership of 80,000 shares of the Company’s stock. As of March 31, 2015 and December 31, 2014, the remaining liability on the settlement of $7,000 is included in accounts payable in accompanying consolidated financial statements. The Company plans on paying DLC for the months of May 2014 through November 2014, which DLC has yet to demand.

Legal Costs and Contingencies

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.  If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

NOTE 7 - EQUITY TRANSACTIONS

The Company’s capitalization at March 31, 2015 was 300,000,000 authorized common shares with a par value of $0.001, and 10,000,000 authorized preferred shares with a par value of $0.001.

Common stock

During the three months ended March 31, 2015, the Company sold 102,000 shares of its common stock at $0.50 per share and received total cash consideration of $51,000. All the common shares were sold to accredited investors pursuant to separate Private Placements.

On September 1, 2014, the Company engaged Fastnet Advisors, LLC (Fastnet) to provide corporate business advisory services to the Company. The engagement is for an initial period of six (6)-months. The Company agreed to pay Fastnet $3,000 for September 2014; $4,000 per month for October 2014, November 2014 and December 2014; and $5,000 per month for January 2015 and February, 2015. The Company has made cash payments to Fastnet of $7,000 for consulting services rendered for September and October 2014 and has accrued the expense of $18,000 for consulting services rendered for November 2014 to February 2015 as accounts payable as of March 31, 2015. In addition, on November 14, 2014, the Company agreed to issue to Fastnet 250,000 shares of restricted common stock valued at $125,000 based upon the selling price of $0.50 per share the Company was able to obtain for sales of similar stock around the date of issuance.  The total value of the engagement was estimated at $150,000, which was recorded as prepaid expense in 2014 to be amortized over the 6-month term of the engagement. The remaining prepaid expense was $42,666 at December 31, 2014, and the Company has amortized the remaining $42,666 to consulting expense for the three months ended March 31, 2015.

On November 14, 2014, pursuant to a separation agreement with an executive, the Company received 875,000 shares of returned common stock, which remain issued and not outstanding and held as treasury shares as of March 31, 2015.

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On December 1, 2014, the Company engaged a financial advisor and placement agent to raise capital for the Company for a six months term. Pursuant to the terms of the agreement, the Company paid a non-refundable retainer of $10,000 and issued 50,000 shares of its common stock valued at $25,000 based upon the selling price of $0.50 per share the Company was able to obtain for sales of similar stock around the date of issuance. The Company has recorded the offering costs of $35,000 as prepaid expense for raising capital, to be offset against the proceeds from such offering when that is completed.

Warrants

In April 2010, the Company granted three individuals, warrants to purchase 2,500,000 shares of common stock at an exercise price of $0.25 per share as compensation in connection with the individuals providing introductions for raising capital for the Company. The warrants have a six year term and expire in April 2016. The fair value of 2,500,000 warrants at the original issue date was estimated to be $1,077,927 using a Black-Scholes option pricing model with an expected life of 6 years, a risk free interest rate of 2.96%, a dividend yield of 0%, and an expected volatility of 100%. The expected volatility was estimated to be 100% since the Company's stock is not traded and no historical volatility data is available. As these services were provided as part of the Company’s equity funding, the value of the warrants were recorded within equity as part of the accounting for the related equity transactions.  There have been no other grants of warrant instruments through March 31, 2015.

The Company has not established a stock option plan nor has issued any stock options through March 31, 2015.

As a result of all common stock issuances and cancellations, the total common shares issued at March 31, 2015 were 47,523,565 of which 46,648,565 shares were outstanding and the remaining 875,000 shares were held in treasury.

Preferred Stock

At March 31, 2015, the Company had no shares of preferred stock issued or outstanding.

NOTE 8 - CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses related to this in any such accounts. The Company’s bank balances did not exceed FDIC insured amounts as of March 31, 2015 and December 31, 2014, respectively.

NOTE 9 – SUBSEQUENT EVENTS

From April 1, 2015 to May 14, 2015, the Company sold 20,000 shares of its common stock to accredited investors pursuant to a Private Placement and received a total cash consideration of $10,000.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

All references to “Holdings”, “we”, “our,” “us” and the “Company” in this Item 2 refer to EMAV Holdings, Inc. and our wholly owned subsidiary, Electric Motors and Vehicles Company (“EMAV”).

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in the 2014 Annual Report filed with the Securities and Exchange Commission on April 22, 2015. You should, however, understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing in the 2014 Annual Report filed with the Securities and Exchange Commission on April 22, 2014 and elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Overview

Company Overview

Electric Motors and Vehicles Company (“EMAV”) was started in March 2010 with the intent of bringing to market rugged electric vehicles. The business was initially focused on developing a relationship with the Jeep brand as that was the desired model to use for EMAV’s electric vehicles. EMAV designed a trailer/camper in conjunction with the MOPAR division of Jeep. The camper was approved as the first camper to be branded as a Jeep. EMAV sold the Jeep Camper directly through dealerships in 2010 and 2011. EMAV abandoned its involvement in the project in 2011 due to slow sales and the lack of financial resources to support marketing for the program.

Through 2011 and 2012, EMAV focused its efforts on electric vehicle technology to be used in vehicles it planned to introduce. EMAV also developed the Power Regeneration Unit (“PRU”). It is a small camper designed to be towed behind an electric vehicle and is designed to significantly increase the range of the electric vehicle. EMAV has not commercialized the PRU and has not sold any units of the PRU. It is anticipated that at some time in the future the PRU may become one of the products offered by EMAV.

In 2013, EMAV once again focused its efforts on bringing to market a rugged electric vehicle. EMAV is described as a new car company which we propose to operate out of (i) a Jeep dealership we propose to acquire; and, (ii) an assembly facility we propose to lease.  EMAV will design, assemble, and sell premium rugged sport adventure vehicles (“SAVs”) to consumers, with an emphasis on offering electric versions, in addition to commercial products for the construction, fleet, military, homeland security and related industries. EMAV intends to acquire a Jeep automotive dealership through which it will conduct certain aspects of its operations, and which will also afford EMAV access to Jeep vehicles which will serve as the platform/foundation for its vehicle sales. The automotive industry has invested heavily in electric vehicle technology and most manufacturers are now introducing electric vehicles as part of their product line. In addition, a number of new companies have emerged which exclusively manufacture and sell electric vehicles. EMAV intends to be unique in the marketplace in that its proposed signature vehicle, the ES, will be based upon an existing iconic vehicle, the 4-door Jeep Wrangler.

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On December 27, 2013, we acquired all of the issued and outstanding common shares of EMAV in exchange for issuing 38,840,525 shares of our common stock. In addition, we assumed the obligations of EMAV to issue common shares pursuant to all outstanding warrants. Following the closing of the merger, EMAV became our wholly-owned subsidiary and the combined entity solely engaged in EMAV’s business. EMAV was the acquirer for financial reporting purposes and EMAV Holdings, Inc. was the acquired company. The merger was accounted for as a reverse-merger and recapitalization. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of EMAV and are recorded at the historical cost basis, and the consolidated financial statements after completion of the merger include the assets and liabilities of the Company and EMAV, and the historical operations of EMAV and operations of the combined company from the closing date of the merger. Subsequent to the merger, our operations are consolidated with the operations of EMAV.

In late 2014, we initiated a plan to acquire auto dealerships in addition to our electric vehicle business. We propose to engage industry experts to enable us to identify, acquire, operate, and integrate auto dealerships. Our roll-up strategy is designed to not compete with the larger acquirers recently entering into this same space. We propose to acquire mid-market, smaller, profitable dealerships often overlooked by the private equity groups and public companies which are now actively pursuing acquisitions in this space. We have identified and initiated discussions with a number of experienced professionals to manage and operate this segment of our business.

EMAV has generated limited revenues from product sales, and no revenue from product sales during the three months ended March 31, 2015 and 2014, and for years ended December 31, 2014, 2013 and 2012. To date, we have funded our operations through the private sale of equity securities. We do not expect to generate revenue from product sales for at least the next twelve months.

We have an accumulated deficit of $4,970,557 as of March 31, 2015. Our net loss for the three months ended March 31, 2015 was $160,427 as compared to $205,700 for the same comparable period in 2014. Substantially all of our operating losses resulted from expenses incurred in connection with development of our vehicles and general and administrative costs associated with our operations.

We expect to continue to incur significant expenses and increasing operating losses for at least the next two to four years. In the near term, we anticipate that our expenses will increase as we:

• complete our initial vehicle offering;

• enter into production and marketing of our initial vehicle offering;

• continue our development of additional vehicle offerings;

• maintain, expand and protect our intellectual property portfolio; and

• provide general and administrative support for our operations.

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To fund our future operations we will need to raise additional capital. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing development efforts, the potential expansion of our current development programs, potential new development programs, and related general and administrative support. We anticipate that we will seek to fund our operations through public or private equity or debt financings or other sources. We cannot be certain that anticipated additional financing will be available to us on favorable terms, or at all.

Financial Operations Overview

Revenue and Cost of Goods Sold

We have not earned revenues from product sales for the three months ended March 31, 2015 and 2014, respectively. We do not expect to earn revenues from product sales for at least the next twelve months. We may never generate revenues from product sales as we may never succeed in selling our initial vehicle or commercializing any other products or vehicles.

Operating Expenses

Operating expenses for the three months ended March 31, 2015 and 2014 were $151,371 and $200,689. Operating expenses decreased by $49,318 for the three months ended March 31, 2015 when compared to the same comparable period in 2014, primarily due to the increase in general and administrative expense and depreciation expense. 

General and administrative expenses (“G&A”) for the three months ended March 31, 2015 and 2014 were $148,507 and $199,195, respectively. G&A expense decreased primarily due to (a) reduction of $85,900 in consulting expenses related to business advisory services for development plans of our business and initial design of our vehicle, (b) reduction of approximately $4,000 in expenses related to finance, business development and support functions, (c) reduction of $3,093 in travel expenses, and (d) reduction of $2,000 in professional fees for auditing, tax and legal services.  Such reductions were offset by increase of $38,168 in investor relations expense for the three months ended March 31, 2015 when compared with the same period in 2014.

We expect that general and administrative expenses will increase materially as we operate as a public company. These increases will likely to include salaries and related expenses, legal and consulting fees, accounting and audit fees, director fees, increased directors’ and officers’ insurance premiums, fees for investor relations services and enhanced business and accounting systems, and other costs.

Depreciation expense for the three months ended March 31, 2015 and 2014 was $2,864 and $1,494, respectively. The Company acquired design vehicle for $35,821 and additional property and equipment of $1,658 in late January 2014 and additional property and equipment of $3,429 in May 2014, hence resulting in increased depreciation for the three months ended March 31, 2015 as compared to the same period in 2014.

Other Income and Expenses

We did not record any other income for the three months ended March 31, 2015 and 2014, respectively.

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Other expenses consisted of interest expense of $9,056 and $5,011 for the three months ended March 31, 2015 and 2014, respectively. Interest expense was accrued and recorded on a $53,000 stockholder loan obtained by us on May 23, 2013 for our working capital requirements. In conjunction with the execution of $53,000 stockholder loan, we issued 100,000 shares of our common stock to the lender as additional consideration, and recorded a debt discount of $30,000 which is being accreted to interest expense over the term of the loan. For the three months ended March 31, 2015 and 2014, we recorded an interest expense of $4,091 related to the accretion of debt discount. In addition, we recorded interest expense of $909 and $920 on the principal balance borrowed from the stockholder for the three months ended March 31, 2015 and 2014, respectively.

On June 18, 2014, the Company executed a promissory note and received $40,000 from a shareholder and recorded a debt discount of $33,233 applied to normalize interest to 5% which is amortized as interest expense over the term of the promissory note. The Company has recognized and recorded interest expense of $2,932 for amortization of debt discount related to promissory note for the three months ended March 31, 2015. In addition, we have recorded an interest expense of $500 on the promissory note for the three months ended March 31, 2015.

Liquidity and Capital Resources

Since our inception, our operations have been primarily financed through private sales of our equity. We have devoted our resources to funding the development of our initial vehicle. We have incurred operating losses in each year since our inception, and we expect to continue to incur operating losses into the foreseeable future as we advance the ongoing development of our initial vehicle.

As of March 31, 2015, we had $19,141 of cash and cash equivalents compared to $63,914 at December 31, 2014. We believe that our existing capital resources, together with interest thereon, will not be sufficient to meet our projected operating requirements for at least the next 12 months and we will need to raise additional capital. Based on our operating plan, we will need additional funds to meet operational needs and capital requirements for product development and commercialization. We currently have no credit facility or committed sources of capital. To fund future operations, we will need to raise additional capital and our requirements will depend on many factors, including the following:

Funding may not be available to us on acceptable terms or at any terms. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of, or even suspend development of our initial vehicle. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, grants from the federal government, debt financings, collaborations, strategic alliances, licensing arrangements, and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our vehicle and future revenue streams, and we may have to grant licenses on terms that may not be favorable to us. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

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The accompanying financial statements for the three months ended March 31, 2015 and 2014 have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have continuing net losses and negative cash flows from operating activities. In addition, we have deficiencies in working capital as of most of the balance sheet dates. These conditions raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. These circumstances caused our independent registered public accounting firm to include an explanatory paragraph in their report dated April 22, 2015, regarding their concerns about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations. Management’s plans include selling our common stock to investors to raise working capital for operations and there is no assurance these plans will be realized.

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2015 was $88,820 which resulted primarily from the loss of $160,427, depreciation of $2,864, amortization of prepaid consulting services for stock issuances of $42,666, amortization of debt discount of $7,023, increase in accounts payable of $7,647, and increase in accrued liabilities of $11,407. Net cash used in operating activities for the three months ended March 31, 2014 was $201,195, which resulted due to the net loss of $205,700 for the three months ended March 31, 2014, depreciation of $1,494, amortization of debt discount of $4,091, decrease in accounts payable of $2,000 and increase in accrued liabilities of $920.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2015 was $0. Net cash used in investing activities for the three months ended March 31, 2014 was $37,479 due to purchase of property and equipment.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2015 was $44,047 primarily due to the receipt of cash proceeds of $51,000 received from sale of common stock, and cash payments of $6,953 against the loan received from a stockholder. Net cash provided by financing activities for the three months ended March 31, 2014 was $153,500 primarily as a result of cash proceeds of $153,500 received from the sale of common stock.

As a result of the above activities, we experienced a net decrease in cash of $44,773 and $85,174 for the three months ended March 31, 2015 and 2014, respectively. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common stock.

Contractual Commitments and Contingencies

The following table summarizes our obligations and commitments to make future payments under our contractual obligations:

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Contractual Obligations

Stockholder Notes Payable

On June 18, 2014, the Company executed a promissory note (the “Note 1”) with a stockholder third party lender in the principal amount of $40,000. The terms of the Note 1 require the Company to make (a) monthly interest only payments (5% annual rate) starting on September 18, 2014; (b) twenty-four (24) payments of $3,290 each, including principal and interest, beginning May 18, 2015 through April 18, 2017, at which time the entire principal amount, plus any and all accrued interest shall be due and payable; and, (c) in the event of an investment or series of related investments of at least $5,000,000 before April 18, 2017, then the entire principal balance and all accrued and unpaid interest shall be due in full in addition to a $5,000 prepayment penalty.

On May 23, 2013, the Company executed a promissory note (the “Note 2”) with a stockholder third party lender in the principal amount of $53,000. The terms of the Note 2 required us to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning  February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest shall be due and payable. On March 30, 2015, the Company and the stockholder mutually agreed to extend the due date of payment of Note 2 to April 1, 2016, at which time, the entire principal amount plus and all accrued interest shall be due and payable.

The following table shows our contractual obligation to make the payments in accordance with the terms of the Notes.

Contractual obligations at March 31, 2015:

	Note 1		Note 2		Total
For the year ended December 31, 2015	$	27,657	$	26,530	$	54,187
For the year ended December 31, 2016		39,484		-		39,484
For the year ended December 31, 2017		13,161		-		13,161
Total	$	80,302	$	26,530	$	106,832

Other Obligations

In October 2013, we entered into a settlement agreement with a creditor to pay $15,000 of which we paid $3,000 in November 2013 and agreed to pay twelve monthly installments of $1,000 each starting December 2013. As of March 31, 2015, we have made payments in the amount of $5,000 covering the eight months ended April 30, 2014, and the remaining liability on the settlement was $7,000. The Company plans to make a payment of $7,000 for the months covering May 2014 through November 2014. Demand for payment of the delinquent balance has not yet been received by the Company.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

While our significant accounting policies are described in more detail in Note 2 of our annual consolidated financial statements included in the 2014 Annual Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104.

Stock-Based Compensation

In accordance with ASC 718, Compensation – Stock Compensation, the Company accounts for share-based payments to employees using the fair value method. All transactions in which goods or services are received 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 instrument issued, whichever is more reliably measurable. The Company generally uses the Black-Scholes option pricing method to compute the fair value of options or warrants granted for goods or services.

Share based payments to non-employees are accounted for under the measurement and recognition criteria of ASC 505-50 “Equity Based Payments to Non-Employees”.

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

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Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), and as provided in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and, therefore, are not required to provide the information requested by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (who is also our Chief Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2015. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on their evaluation, management concluded as of March 31, 2015 that our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting. Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of Company management, including the CEO and the CFO, an evaluation was performed of the effectiveness of the Company’s internal control over financial reporting. The evaluation was based on the framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework (1992), our management concluded that, as of March 31, 2015, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:

• We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. As a result, errors were identified in the underlying data used to support accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

• We did not have an adequate process or appropriate controls in place to support the accurate and timely reporting of our financial results and disclosures in our Form 10-Q. As a result, errors were identified primarily related to stock issuances and their accounting treatment. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

With the oversight of senior management, the Company has begun taking steps and plans to take additional measures to remediate the underlying causes of the material weaknesses.

With respect to validation of the completeness and accuracy of underlying data used in the determination of stock issuance and accounting transactions, management intends to:

• Timely issue all stock certificates contemporaneous with the closing of transactions resulting in a stock issuance.

• Have the Company’s independent transfer agent issue all stock certificates to stockholders listed on the Company’s stock ledger.

• As soon as the Company can afford it, hire an employee who will be dedicated to overseeing all stock issuance and related matters.

With respect to timely and accurate filing of our financial results, management intends to:

• As soon as the Company can afford to do so, engage consultants to identify efficiencies and enhance reporting capabilities as well as opportunities to reduce the incidence of errors.

• Implement more robust accounting policies and work with consultants to streamline activities and implement best practices.

• As soon as we can afford to do, hire a Chief Financial Officer so the same person is not serving as both Chief Executive Officer and Chief Financial Officer.

• Additionally, as soon as we can afford to do so we plan on creating a new position to oversee accounting systems, designing internal controls and ensuring compliance, implementing accounting policies and procedures, and implementing process improvements.

While senior management is closely monitoring the implementation of these remediation plans, there is no assurance that the aforementioned plans will be sufficient and that additional steps may not be necessary. There is also no assurance that we will be able to afford to implementation of these improvements during the current fiscal year.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and any adverse result in these or other matters may arise from time to time that could harm our business. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A. Risk Factors.

The section entitled “Risk Factors” in in the 2014 Annual Report filed with the Securities and Exchange Commission on April 23, 2015 is hereby incorporated by reference in this report as if set forth herein in its entirety.

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

During the three months ended March 31, 2015, pursuant to private placements we sold a total of 102,000 shares of our common stock. The shares of common stock issued in this offering were offered and sold without registration under the Securities Act, or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) (previously 4(2)) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of the investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them. The shares were sold at a per share purchase price of $0.50 per share, resulting in $51,000 in aggregate proceeds to the Company.

Subsequent to our fiscal quarter ended March 31, 2014 and prior to May 14, 2014 we sold a total of 20,000 shares of our common stock. The shares of common stock issued in this offering were offered and sold without registration under the Securities Act, or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) (previously 4(2)) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of the investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them. The shares were sold at a per share purchase price of $0.50 per share, resulting in $10,000 in aggregate proceeds to the Company.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. EXHIBITS

The following Exhibits are filed as part of this Quarterly Report pursuant to Item 601 of Regulation S-K:

Exhibit Number		Description
2.1.1	Agreement and Plan of Merger dated December 5, 2007(1)
2.1.2	Certificate of Merger - Delaware - dated December 5, 2007(1)
2.1.3	Articles of Merger - Florida - dated December 7, 2007(1)
2.1.4	Certificate of Merger – Delaware - dated September 20, 2011 (2)
2.1.5	Agreement and Plan Of Merger Dated December 27, 2013 By and Among EMAV Holdings, Inc., Electric Motors and Vehicles Company, and EV Pop Acquisition Company (3)

3.1.1	Certificate of Incorporation dated May 14, 1987(1)
3.1.2	Articles of Amendment dated June 30, 1998(1)
3.1.3	Articles of Amendment dated November 12, 1998(1)
3.1.4	Articles of Amendment dated June 22, 2006(1)
3.1.5	Certificate of Incorporation of Delaware entity dated October 11, 2007(1)
3.1.6	Articles of Amendment dated October 18, 2007(1)
3.1.7	Certificate of Amendment dated August 27, 2008(1)

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3.1.8	Amendment to Certificate of Incorporation dated December 27, 2013 (3)
3.1.9	Certificate of Merger dated December 27,2013 (3)
3.2.1	Florida Amended and Restated By-Laws(1)
3.2.2	Delaware Amended and Restated By-Laws(1)
10.1	Stock Purchase Agreement dated March 31, 2010 by and between the Company and Bedrock Ventures, Inc. (4)
10.2	Repurchase Agreement dated April 1, 2010 by and among the Company and CENTURYCAPITAL PARTNERS, LLC, and  CORPORATE SERVICES INTERNATIONAL, INC. (4)
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*)
31.2	Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*)
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*)
32.2	Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*)
101*+	The following materials from the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as at December 31, 2014 and 2013; (ii) Consolidated Statements of Operations for the years ended December 31, 2014 and 2013;(iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013; and (iv) Notes to Consolidated Financial Statements.

101 INS	XBRL Instance Document*
101 SCH	XBRL Schema Document*
101 CAL	XBRL Calculation Linkbase Document*
101 DEF	XBRL Definition Linkbase Document*
101 LAB	XBRL Labels Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document*

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

(1)	Previously filed with the Company's Form 10 filed with the SEC on November 12, 2008 and incorporated herein by reference.
(2)	Incorporated by reference to Exhibit 2.1.4 to the Annual Report on Form 10-K filed with the SEC on 30 January 2012.
(3)	Previously filed with the Company’s Form 8-K filed on December 31, 2013 and incorporated herein by reference.
(4)	Previously filed with the Company’s Form 8-K filed on April 7, 2010 and incorporated herein by reference.
(*)	Filed herewith.
+	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto shall not be deemed “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections, and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

22

SIGNATURES

Pursuant to the requirement 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.

Date:  May 14, 2015		EMAV Holdings, Inc.
	By:	/s/ Keith A. Rosenbaum
		KEITH A. ROSENBAUM,
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

23
 

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Keith A. Rosenbaum, Chief Executive Officer of EMAV Holdings, Inc., certify that:

1. I have reviewed this report on Form 10-Q of EMAV Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 18 May 2015                                                                           BY:       /s/ KEITH A. ROSENBAUM

KEITH A. ROSENBAUM,

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Keith A. Rosenbaum, Chief Financial Officer of EMAV Holdings, Inc., certify that:

1. I have reviewed this report on Form 10-Q of EMAV Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 18 May 2015                                                                           BY:       /s/ KEITH A. ROSENBAUM

KEITH A. ROSENBAUM,

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of EMAV Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)           the accompanying report on Form 10-Q of the Company for the period ended March 31, 2015, to which this Certificate is attached (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

(ii)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 18 May 2015                                                                           BY:       /s/ KEITH A. ROSENBAUM

KEITH A. ROSENBAUM,

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to EMAV Holdings, Inc. and will be retained by EMAV Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Pure Bioscience, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER / CHIEF OPERATING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of EMAV Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)           the accompanying report on Form 10-Q of the Company for the period ended March 31, 2015, to which this Certificate is attached (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

(ii)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 18 May 2015                                                                           BY:       /s/ KEITH A. ROSENBAUM

KEITH A. ROSENBAUM,

Chief Financial Officer

 A signed original of this written statement required by Section 906 has been provided to EMAV Holdings, Inc. and will be retained by EMAV Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of EMAV Holdings, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

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Note 7 - Equity Transactions (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Feb. 28, 2015	Jan. 31, 2015	Nov. 30, 2014	Oct. 31, 2014	Sep. 30, 2014
Common stock shares authorized	300,000,000	300,000,000
Common stock par value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001
CommonSharesSoldAt050PerShare	$ 51,000
Prepaid expenses	35,000	77,666
Treasury stock shares authorized	875,000	875,000
CommonStockIssuedToFundraisingAdvisorsForCapitalRaise		25,000
Common stock shares issued	47,523,565	47,421,565
Common stock shares outstanding	46,648,565	46,546,565
Common Stock Transaction - Sept 1, 2014
Prepaid expenses		42,666
Common Stock Transaction - Dec 1, 2014
Prepaid expenses		35,000
Fastnet Advisors, LLC
Accounts Payable, Current		4,000	5,000	5,000	4,000	4,000	3,000
Common Stock, Shares Subscribed but Unissued	250,000
Accrued stock payable	125,000
Professional and Contract Services Expense	$ 42,666
Common Stock
CommonSharesSoldAt050PerShareShares	102,000
CommonStockIssuedToFundraisingAdvisorsForCapitalRaiseShares		50,000

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Note 1 - Nature of Operations and Going Concern: Substantial Doubt about Going Concern (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Details
Net loss	$ 160,427	$ 205,700
Net cash used in operating activities	88,820	201,195
Accumulated deficit	4,970,557		4,810,130
Working Capital Deficit	47,370
Total Stockholders' Equity (Deficit)	$ 40,956		$ (68,471)

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Note 4 - Note Payable

3 Months Ended

Mar. 31, 2015

Notes

Note 4 - Note Payable

NOTE 4 – NOTES PAYABLE

		March 31, 2015		December 31, 2014
		(Unaudited)
Stockholder note payable, unsecured, 5% stated annual interest, monthly interest only payments from September  2014 to April 2015, 24 fixed monthly payments of $3,290 from May 2015 to April 2017. Original discount of $33,233 applied to normalize interest to 5% will be amortized over the loan term (P/Note 1)	$	73,233	$	73,233
Stockholder note payable, principal balance of $53,000, unsecured, interest bearing, monthly payment of $3,790 starting February 1, 2014, due April 1, 2016 (P/Note 2)		22,196		29,149
	$	95,429	$	102,382
Note payable - current portion		57,281		54,506
Note payable - long term portion	$	38,148	$	47,876
Discount - current portion	$	11,729	$	15,820
Discount - long term portion	$	12,707	$	15,639

On June 18, 2014, the Company executed a promissory note (the “P/Note 1”) with a stockholder lender in the principal amount of $40,000. The terms of the P/Note 1 require the Company to make (a) monthly interest only payments (5% annual rate) starting on September 18, 2014; (b) twenty-four (24) payments of $3,290 each, including principal and interest, beginning May 18, 2015 through April 18, 2017, at which time the entire principal amount, plus any and all accrued interest shall be due and payable; and, (c) in the event of an investment or series of related investments of at least $5,000,000 before April 18, 2017, then the entire principal balance and all accrued and unpaid interest shall be due in full in addition to a $5,000 prepayment penalty. In connection with the issuance of P/Note 1, the Company has recorded a debt discount of $33,233 applied to normalize interest to 5% which will be amortized as interest expense over the life of the Note 1. The Company has recognized interest expense of $2,932 and $0 for amortization of debt discount related to P/Note 1 for the three months ended March 31, 2015 and 2014, respectively. The unamortized portion of debt discount was $24,436 at March 31, 2015. In addition, the Company has recorded an interest expense of $500 and $0 on P/Note 1 for the three months ended March 31, 2015 and 2014, respectively.

On May 23, 2013, the Company executed a promissory note (the “P/Note 2”) with a stockholder in the principal amount of $53,000. The terms of the P/Note 2 required the Company to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest shall be due and payable. On March 30, 2015, the Company and the shareholder mutually agreed to extend the due date of payment of the P/Note 2 to April 1, 2016. The Company is delinquent in making seven (7) monthly payments as of March 31, 2015, and the note holder has not made a demand for the past due payments. The Company has recorded interest expense of $909 and $920 on P/Note 2 for the three months ended March 31, 2015 and 2014, respectively.

As additional consideration and not as additional interest, the Company agreed to issue 100,000 shares of restricted common stock at its fair value of $30,000 to the stockholder upon execution of P/Note 2. The Company has formally issued the shares during the year ended December 31, 2014 (Note 7). In connection with the issuance of the common stock pursuant to P/Note 2, the Company has recorded a debt discount in the amount of $30,000 which is being amortized to interest expense over the life of the Note. The Company has recognized interest expense of $4,091 and $4,091 related to the amortization of debt discount related to P/Note 2 for the three months ended March 31, 2015 and 2014, respectively. The net book value of the unamortized portion of the debt discount was $0 and $4,091 at March 31, 2015 and December 31, 2014, respectively.

The Company has recorded total interest expense, including amortization of debt discount, of $9,056 and $5,011 for the three months ended March 31, 2015 and 2014, respectively. The Company has recorded accrued interest of $6,459 and $4,052 on P/Note 1 and P/Note 2 as of March 31, 2015 and December 31, 2014, respectively.

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Note 4 - Note Payable: Schedule of note payable (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Other Notes Payable	$ 95,429	$ 102,382
Other Notes Payable, Current	57,281	54,506
Other Notes Payable, Noncurrent	38,148	47,876
Debt Discount - current portion	11,729	15,820
Debt Discount - long term portion	12,707	15,639
Notes Payable 1
Other Notes Payable	73,233	73,233
Notes Payable 2
Other Notes Payable	$ 22,196	$ 29,149

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Note 3 - Property and Equipment (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Depreciation	$ 2,864	$ 1,494

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Note 4 - Note Payable (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Jun. 18, 2014	May 23, 2013
Interest Expense, Debt	$ 909	$ 920
Common shares issued in conjunction with debt settlement	30,000
Debt Discount	30,000
Amortization of debt discount	7,023	4,091
Net stock value of the unamortized portion of the debt discount	0		4,091
Interest expense	9,056	5,011
Accrued Liabilities, Current	6,459		4,052
Common Stock
Common shares issued in conjunction with debt settlement - Shares	100,000
Notes Payable 1
Original Amount of Promissory Note				40,000
Notes Payable 2
Original Amount of Promissory Note					53,000
Amortization of debt discount	$ 4,091	$ 4,091

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Note 5 - Related Party Transactions (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Consulting fees paid to related party	$ 34,500	$ 21,500
Short term loans	$ 12,500

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Note 3 - Property and Equipment

3 Months Ended

Mar. 31, 2015

Notes

Note 3 - Property and Equipment

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consists of:

		March 31,		December 31,
		2015		2014
		(Unaudited)
Property and equipment	$	43,405	$	43,405
Less: accumulated depreciation		(11,550)		(8,686)
Property and equipment, net	$	31,855	$	34,719

Depreciation expense for the three months ended March 31, 2015 and 2014 was $2,864 and $1,494, respectively.

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Note 6 - Commitments and Contingencies (Details) (USD $)	1 Months Ended
	Oct. 31, 2013	Jul. 31, 2012	Mar. 31, 2015
Litigation Settlement, Amount		$ 14,425
Estimated Litigation Liability		25,000
Initial payment to settle litigation debt	3,000
Subsequent monthly payments to settle litigation debt	1,000
Remaining Liability on the Settlement
Accounts Payable, Current			$ 7,000

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Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 19,141	$ 63,914
Prepaid expenses	35,000	77,666
Total Current Assets	54,141	141,580
Property and equipment, net	31,855	34,719
Total Assets	85,996	176,299
Current liabilities
Accounts payable	27,000	19,353
Accrued liabilities	16,459	5,052
Payable to related party	12,500	12,500
Notes payable, current portion, net of debt discount of $11,729 and $15,820 at March 31, 2015 and December 31, 2014, respectively	45,552	38,686
Total Current Liabilities	101,511	75,591
Note payable, net of current portion, net of debt discount of $12,707 and $15,639 at March 31, 2015 and December 31, 2014, respectively	25,441	32,237
Total Liabilities	126,952	107,828
Commitments and contingencies (Note 6)
Stockholders' Equity
Common stock, $0.001 par value, 300,000,000 shares authorized; 47,523,565 shares and 47,421,565 shares issued and 46,648,565 shares and 46,546,565 shares outstanding at March 31, 2015 and December 31, 2014, respectively	47,524	47,422
Treasuary stock, 875,000 shares, $0.001 par value, issued not outstanding	(875)	(875)
Additional paid in capital	4,882,952	4,832,054
Accumulated deficit	(4,970,557)	(4,810,130)
Total Stockholders' Equity (Deficit)	(40,956)	68,471
Total Liabilities and Stockholders' Equity	$ 85,996	$ 176,299

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Note 1 - Nature of Operations and Going Concern

3 Months Ended

Mar. 31, 2015

Notes

Note 1 - Nature of Operations and Going Concern

NOTE 1 – Nature of Operations and Going Concern

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “EMAV” shall mean EMAV Holdings, Inc., a Delaware corporation, and its wholly-owned consolidated subsidiary Electric Motors and Vehicles Company.

EMAV Holdings, Inc. was originally incorporated on May 14, 1987 in Florida as Ventura Promotion Group, Inc. The Company became a public company in July 1998 and on November 12, 1998 changed its name to American Surface Technologies International, Inc. In September 2001, the State of Florida administratively dissolved the Company for not maintaining proper filings with the state and not paying franchise tax fees. In 2006, the Company changed its name to Global Environmental, Inc.  In December 2007, the Company re-domiciled to Delaware and on August 27, 2008, changed its name to Ravenwood Bourne, Ltd.  Effective September 30, 2011, the Company changed its name to PopBig, Inc.

On December 26, 2013, the Company entered into a merger agreement to acquire Electric Motors and Vehicles Company, a Delaware corporation (“EMAVC”) and changed its name to EMAV Holdings, Inc.  The merger was completed on December 27, 2013 and is being accounted for as a reverse merger and recapitalization in which EMAVC is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the merger will be those of EMAVC and will be recorded at the historical cost basis of EMAVC, and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of EMAV and EMAVC, and the operations of the combined Company from the closing date of the merger. The Company elected to change its fiscal year end to be December 31.

EMAVC was formed under the laws of Delaware on March 11, 2010. EMAVC’s principal business is electric vehicle manufacturing and sales. It plans to design, assemble, and sell premium electric rugged sport adventure consumer vehicles and commercial electric vehicles. EMAVC will deploy a unique approach to build and bring its vehicles to market. Rather than creating a new vehicle and building out a new distribution network, EMAVC will use the four-door Jeep Wrangler as the platform for its signature electric vehicle and sell its consumer vehicles directly through Jeep dealerships; its commercials vehicles will be sold directly to users.

The accompanying (a) condensed consolidated balance sheet at December 31, 2014 has been derived from audited statements and (b) the condensed consolidated unaudited financial statements as of and for the periods ended March 31, 2015 and 2014, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results of operations expected for the year ending December 31, 2015.

The Company’s unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. 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 financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $160,427 for the three months ended March 31, 2015, used net cash in operating activities of $88,820 and has an accumulated deficit of $4,970,557 as of March 31, 2015. The Company had a working capital deficit of $47,370 and total stockholders’ deficit of $40,956 as of March 31, 2015. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying unaudited consolidated condensed financial statements do not include any adjustments to reflect 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.

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Note 9 - Subsequent Events (Details) (USD $)	1 Months Ended
	May 14, 2015
Details
Shares sold in private placement	20,000
Proceeds from shares sold in private placement	$ 10,000

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Note 3 - Property and Equipment: Schedule of property and equipment (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of property and equipment

Property and equipment consists of:

		March 31,		December 31,
		2015		2014
		(Unaudited)
Property and equipment	$	43,405	$	43,405
Less: accumulated depreciation		(11,550)		(8,686)
Property and equipment, net	$	31,855	$	34,719

XML

Note 1 - Nature of Operations and Going Concern (Details)	3 Months Ended
	Mar. 31, 2015
Details
Entity Incorporation, Date of Incorporation	May 14, 1987
Entity Incorporation, State Country Name	Florida

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Note 2 - Significant Accounting Policies

3 Months Ended

Mar. 31, 2015

Notes

Note 2 - Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s unaudited consolidated financial statements. The unaudited consolidated financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The unaudited consolidated financial statements of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary EMAVC. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. 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 date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 Company’s balances requiring management to make estimates and assumptions about future events include equity and debt transactions, depreciation of property and equipment, and the valuation allowance on deferred tax assets. 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.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and loan payable to related party. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.  The Company has not recognized any revenue through March 31, 2015.

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended March 31, 2015, there were no potentially dilutive common shares outstanding during the period. Outstanding warrants to purchase 2,500,000 shares of common stock were excluded from this calculation as their effect would be anti-dilutive due to the reported net losses in each period.

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

Non Cash Equity Transactions

Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received whichever is more readily determinable.

Recent Accounting Pronouncements

Consolidation Reporting

In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" (“ASU 2015-02”). This standard update is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current U.S. GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or variable interest entities. The amendments in ASU 2015-02 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The adoption of ASU 2015-02 is not expected to have an impact on the Company’s consolidated financial statements.

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented.  If the Company adopts this standard update on its effective date, management expects that approximately $31,900 will be reclassified from assets to being presented as contra-liability.

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Condensed Consolidated Balance Sheets Parenthetical (USD $)	Mar. 31, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheets Parenthetical
Debt Discount Current	$ 11,729	$ 15,820
Debt Discount NonCurrent	$ 12,707	$ 15,639
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	300,000,000	300,000,000
Common stock shares issued	47,523,565	47,421,565
Common stock shares outstanding	46,648,565	46,546,565
Treasury stock par value	$ 0.001	$ 0.001
Treasury stock shares authorized	875,000	875,000

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Note 2 - Significant Accounting Policies: Use of Estimates (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Use of Estimates

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. 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 date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 Company’s balances requiring management to make estimates and assumptions about future events include equity and debt transactions, depreciation of property and equipment, and the valuation allowance on deferred tax assets. 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.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 18, 2015
Document and Entity Information:
Entity Registrant Name	EMAV HOLDINGS, INC.
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Entity Central Index Key	0001076744
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		46,668,565
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Incorporation, Date of Incorporation	May 14, 1987
Entity Incorporation, State Country Name	Florida

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Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Fair Value of Financial Instruments and Fair Value Measurements

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and loan payable to related party. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Consolidated Statements of Operations
Revenues
Cost of goods sold
Gross Profit (Loss)
Depreciation	2,864	1,494
General and administrative	148,507	199,195
Total Operating Expenses	151,371	200,689
Operating Loss from Operations	(151,371)	(200,689)
Interest expense	(9,056)	(5,011)
Total Other Income (Expenses)	(9,056)	(5,011)
Loss from Continuing Operations before Income Taxes	(160,427)	(205,700)
Provision for income tax
Net loss	$ (160,427)	$ (205,700)
Basic and diluted net loss per share	$ 0.00	$ 0.00
Weighted average number of shares outstanding	46,590,721	51,090,432

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Note 7 - Equity Transactions

3 Months Ended

Mar. 31, 2015

Notes

Note 7 - Equity Transactions

NOTE 7 - EQUITY TRANSACTIONS

The Company’s capitalization at March 31, 2015 was 300,000,000 authorized common shares with a par value of $0.001, and 10,000,000 authorized preferred shares with a par value of $0.001.

Common stock

During the three months ended March 31, 2015, the Company sold 102,000 shares of its common stock at $0.50 per share and received total cash consideration of $51,000. All the common shares were sold to accredited investors pursuant to separate Private Placements.

On September 1, 2014, the Company engaged Fastnet Advisors, LLC (Fastnet) to provide corporate business advisory services to the Company. The engagement is for an initial period of six (6)-months. The Company agreed to pay Fastnet $3,000 for September 2014; $4,000 per month for October 2014, November 2014 and December 2014; and $5,000 per month for January 2015 and February, 2015. The Company has made cash payments to Fastnet of $7,000 for consulting services rendered for September and October 2014 and has accrued the expense of $18,000 for consulting services rendered for November 2014 to February 2015 as accounts payable as of March 31, 2015. In addition, on November 14, 2014, the Company agreed to issue to Fastnet 250,000 shares of restricted common stock valued at $125,000 based upon the selling price of $0.50 per share the Company was able to obtain for sales of similar stock around the date of issuance. The total value of the engagement was estimated at $150,000, which was recorded as prepaid expense in 2014 to be amortized over the 6-month term of the engagement. The remaining prepaid expense was $42,666 at December 31, 2014, and the Company has amortized the remaining $42,666 to consulting expense for the three months ended March 31, 2015.

On November 14, 2014, pursuant to a separation agreement with an executive, the Company received 875,000 shares of returned common stock, which remain issued and not outstanding and held as treasury shares as of March 31, 2015.

On December 1, 2014, the Company engaged a financial advisor and placement agent to raise capital for the Company for a six months term. Pursuant to the terms of the agreement, the Company paid a non-refundable retainer of $10,000 and issued 50,000 shares of its common stock valued at $25,000 based upon the selling price of $0.50 per share the Company was able to obtain for sales of similar stock around the date of issuance. The Company has recorded the offering costs of $35,000 as prepaid expense for raising capital, to be offset against the proceeds from such offering when that is completed.

Warrants

In April 2010, the Company granted three individuals, warrants to purchase 2,500,000 shares of common stock at an exercise price of $0.25 per share as compensation in connection with the individuals providing introductions for raising capital for the Company. The warrants have a six year term and expire in April 2016. The fair value of 2,500,000 warrants at the original issue date was estimated to be $1,077,927 using a Black-Scholes option pricing model with an expected life of 6 years, a risk free interest rate of 2.96%, a dividend yield of 0%, and an expected volatility of 100%. The expected volatility was estimated to be 100% since the Company's stock is not traded and no historical volatility data is available. As these services were provided as part of the Company’s equity funding, the value of the warrants were recorded within equity as part of the accounting for the related equity transactions.  There have been no other grants of warrant instruments through March 31, 2015.

The Company has not established a stock option plan nor has issued any stock options through March 31, 2015.

As a result of all common stock issuances and cancellations, the total common shares issued at March 31, 2015 were 47,523,565 of which 46,648,565 shares were outstanding and the remaining 875,000 shares were held in treasury.

Preferred Stock

At March 31, 2015, the Company had no shares of preferred stock issued or outstanding.

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Note 6 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Notes

Note 6 - Commitments and Contingencies

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Settlement of litigation

The Company entered into an agreement for public relations services (the “Agreement”) with an unrelated third party (“DLC”) in September 2010. The Company disputed the quality of the services rendered and failed to tender final payment under the Agreement. DLC initiated legal action against the Company in January 2012 for collection under the Agreement. The Company did not have the resources to contest the action, so a default judgment was entered against the Company in favor of DLC in July 2012 in the amount of $14,425. Thereafter, DLC sought to collect on the judgment, and the total amount claimed by DLC grew to over $25,000 as DLC was entitled to collect attorney’s fees under the Agreement.

In October 2013, the entire Agreement with DLC was negotiated and settled requiring the Company to pay DLC $3,000 in November 2013 and $1,000 per month for the next 12-month period. The Company agreed not to contest DLC’s ownership of 80,000 shares of the Company’s stock. As of March 31, 2015 and December 31, 2014, the remaining liability on the settlement of $7,000 is included in accounts payable in accompanying consolidated financial statements. The Company plans on paying DLC for the months of May 2014 through November 2014, which DLC has yet to demand.

Legal Costs and Contingencies

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.  If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

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Note 4 - Note Payable: Schedule of note payable (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of note payable

		March 31, 2015		December 31, 2014
		(Unaudited)
Stockholder note payable, unsecured, 5% stated annual interest, monthly interest only payments from September  2014 to April 2015, 24 fixed monthly payments of $3,290 from May 2015 to April 2017. Original discount of $33,233 applied to normalize interest to 5% will be amortized over the loan term (P/Note 1)	$	73,233	$	73,233
Stockholder note payable, principal balance of $53,000, unsecured, interest bearing, monthly payment of $3,790 starting February 1, 2014, due April 1, 2016 (P/Note 2)		22,196		29,149
	$	95,429	$	102,382
Note payable - current portion		57,281		54,506
Note payable - long term portion	$	38,148	$	47,876
Discount - current portion	$	11,729	$	15,820
Discount - long term portion	$	12,707	$	15,639

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Note 2 - Significant Accounting Policies: Revenue Recognition (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Revenue Recognition

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.  The Company has not recognized any revenue through March 31, 2015.

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Note 1 - Nature of Operations and Going Concern: Substantial Doubt about Going Concern (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Substantial Doubt about Going Concern

The Company’s unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. 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 financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $160,427 for the three months ended March 31, 2015, used net cash in operating activities of $88,820 and has an accumulated deficit of $4,970,557 as of March 31, 2015. The Company had a working capital deficit of $47,370 and total stockholders’ deficit of $40,956 as of March 31, 2015. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying unaudited consolidated condensed financial statements do not include any adjustments to reflect 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.

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Note 8 - Concentration of Credit Risk

3 Months Ended

Mar. 31, 2015

Notes

Note 8 - Concentration of Credit Risk

NOTE 8 - CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses related to this in any such accounts. The Company’s bank balances did not exceed FDIC insured amounts as of March 31, 2015 and December 31, 2014, respectively.

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Note 9 - Subsequent Events

3 Months Ended

Mar. 31, 2015

Notes

Note 9 - Subsequent Events

NOTE 9 – SUBSEQUENT EVENTS

From April 1, 2015 to May 14, 2015, the Company sold 20,000 shares of its common stock to accredited investors pursuant to a Private Placement and received a total cash consideration of $10,000.

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Note 2 - Significant Accounting Policies: Principles of Consolidation (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary EMAVC. All intercompany balances and transactions are eliminated in consolidation.

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Note 7 - Equity Transactions: Warrants (Details) (USD $)	1 Months Ended
	Apr. 30, 2010
Details
Warrants Granted to Three Individuals	2,500,000
Fair Value of Warrants Granted to Three Individuals	$ 1,077,927

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Note 2 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Consolidation Reporting

In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis" (“ASU 2015-02”). This standard update is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current U.S. GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or variable interest entities. The amendments in ASU 2015-02 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The adoption of ASU 2015-02 is not expected to have an impact on the Company’s consolidated financial statements.

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented.  If the Company adopts this standard update on its effective date, management expects that approximately $31,900 will be reclassified from assets to being presented as contra-liability.

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Note 2 - Significant Accounting Policies: Earnings (loss) Per Common Share (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,500,000	2,500,000

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Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities:
Net loss	$ (160,427)	$ (205,700)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	2,864	1,494
Amortization of prepaid consulting services for stock issuances	42,666
Amortization of debt discount	7,023	4,091
Changes in operating assets and liabilities:
Change in accounts payable	7,647	(2,000)
Change in accrued liabilities	11,408	920
Net cash used in operating activities	(88,820)	(201,195)
Cash Flows from Investing Activities:
Purchase of property and equipment		(37,479)
Net cash used in investing activities		(37,479)
Cash Flows from Financing Activities:
Cash proceeds from sale of stock	51,000	153,500
Cash payments against note payable	(6,953)
Net cash provided by financing activities	44,047	153,500
Net decrease in cash and cash equivalents	(44,773)	(85,174)
Cash and cash equivalents, beginning of the period	63,914	125,450
Cash and cash equivalents, end of the period	19,141	40,276
Supplemental disclosures of cash flow information:
Cash paid for income taxes
Cash paid for interest	626
Supplemental disclosures of non-cash investing and financing activities:
Issuance of common stock in satisfaction of liability for issuance of common stock		$ 30,000

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Note 5 - Related Party Transactions

3 Months Ended

Mar. 31, 2015

Notes

Note 5 - Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has engaged an entity owned by the Chief Executive Officer/director of the Company to provide business advisory, consulting, and legal services. The Company has recorded an expense of $34,500 and $21,500 for consulting services for the three months ended March 31, 2015 and 2014, respectively. There were no amounts due under this arrangement as of March 31, 2015 or December 31, 2014.

In 2014 the Chief Executive Officer/Director provided a short term advance of $12,500 to the Company for its working capital needs. The short term advance is non-interest bearing, unsecured and due on demand and is due and payable as of March 31, 2015 and December 31, 2014, respectively.

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Note 3 - Property and Equipment: Schedule of property and equipment (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Details
Property, Plant and Equipment, Gross	$ 43,405	$ 43,405
Property, Plant and Equipment, Other, Accumulated Depreciation	(11,550)	(8,686)
Property and equipment, net	$ 31,855	$ 34,719

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Note 2 - Significant Accounting Policies: Earnings (loss) Per Common Share (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Earnings (loss) Per Common Share

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended March 31, 2015, there were no potentially dilutive common shares outstanding during the period. Outstanding warrants to purchase 2,500,000 shares of common stock were excluded from this calculation as their effect would be anti-dilutive due to the reported net losses in each period.