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 quarterly period ended September 30, 2015
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-53669
Commission File Number
EPOXY, INC.
(Exact name of registrant as specified in its charter)
Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2518 Anthem Village Drive, Suite 100, Henderson NV	89052
(Address of principal executive offices)	(Zip Code)
702-350-2449
(Registrant’s  telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]  No [  ]

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

Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]  No [X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

 214,788,841 shares of common stock outstanding as of November 13, 2015

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

2

EPOXY, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
	SIGNATURES	12

3

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

	Page
Unaudited Consolidated Balance Sheets as of September 30, 2015 and December 31,2014	F-1
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014	F-2
Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 and 2014	F-3
Notes to the Unaudited Consolidated Financial Statements	F-4 to F-19

4

EPOXY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2015			December 31,  2014
ASSETS
Current
Cash	$	142,847		$	63,953
Accounts receivable		880			880
Prepaid expenses		3,420			-
Deferred financing costs		22,674			-
Total Current Assets		169,821			64,833
Vehicle		12,266			20,758
Trademark and Patent		7,695			7,695
Total Assets	$	189,782		$	93,286
LIABILITIES
Current
Accounts payable and accrued liabilities	$	112,664		$	104,213
Loans payable		32,000			32,000
Derivative liabilities		484,733			2,251,429
Convertible notes, net of unamortized discounts		203,838			105,067
Total Current Liabilities		833,235			2,492,709
Total Liabilities		833,235			2,492,709
STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.00001 par value;
authorized: 35,000,000 Series A Preferred shares, 25,080,985 issued and outstanding as of September 30, 2015 and December 31, 2014		251			251
authorized: 15,000,000 Series B Preferred shares, no shares issued and outstanding as of September 30, 2015 and December 31, 2014		-			-
Common Stock, $0.00001 par value;
authorized: 480,000,000 shares, 212,481,149 and 176,594,122 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively		2,125			1,766
Additional paid-in capital		1,424,763			(168,477	)
Accumulated deficit		(2,070,592	)		(2,232,963	)
Total Stockholders’ Deficit		(643,453	)		(2,399,423	)
Total Liabilities and Stockholders’ Deficit	$	189,782		$	93,286

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

F-1

EPOXY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenue	$	9,370		$	10,632		$	25,015		$	18,366
Operating Expenses
Depreciation		2,831			-			8,492			-
General and administrative expenses		110,267			74,922			368,073			158,609
Total operating expenses		113,098			74,922			376,565			158,609
Loss from operations		(103,728	)		(64,290	)		(351,550	)		(140,243	)
Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities		162,548			198,268			483,519			181,541
Gain (loss) on debt settlement		512,393			(120,804	)		512,393			(120,804	)
Interest expenses		(162,802	)		(88,371	)		(481,991	)		(112,478	)
Total other income (expenses)		512,139			(10,907	)		513,921			(51,741	)
Net income (loss)	$	408,411		$	(75,197	)	$	162,371		$	(191,984	)
Net income (loss) per share – basic	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Net income (loss) per share – diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Weighted average shares outstanding – basic		207,239,198			171,206,155			189,687,332			169,835,793
Weighted average shares outstanding – diluted		285,985,419			171,206,155			268,433,552			169,835,793

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

F-2

EPOXY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2015			2014
Cash flows from Operating Activities
Net loss	$	162,371		$	(191,984	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		8,492			-
Share issuance for financing costs		-			24,000
Share issuance for services		40,917			-
Loss on extinguishment of debt		(512,393	)		88,185
Los on debt settlement		-			32,619
(Gain) loss on change in fair value of derivative liabilities		(483,519	)		(181,541	)
Amortization of discounts on convertible notes		423,447			42,287
Amortization of deferred financing costs		34,326			-
Imputed interest		1,849			3,905
Foreign exchange in loan payable		-			(1,001	)
Changes in operating assets and liabilities:
Accounts receivables		-			1,450
Prepaid expenses		(3,420	)		-
Accrued expenses		18,823			-
Accounts payable		3,001			10,851
Net cash used in operating activities		(306,106	)		(171,229	)
Cash flows from Financing Activities
Proceeds from sale of common stock		-			28,000
Proceeds from convertible notes		442,000			225,000
Deferred financing costs		(57,000	)		-
Proceeds from loan payable		-			20,000
Net cash provided by financing activities		385,000			273,000
Net decrease in cash during the period		78,894			101,771
Cash, beginning of period		63,953			30,467
Cash, end of period	$	142,847		$	132,238
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	2,986
Income taxes	$	-		$	-
Supplemental non-cash investing activities:
Shares and warrants reclassified as derivative liability	$	-		$	40,517
Debt discount on convertible debt due to beneficial conversion feature		-			125,000
Debt discount due to derivative		-			219,500
Derivative liability due to tainting of amended convertible notes		-			769,729
Shares issued for the settlement of debt		-			83,192
Debt principal converted to shares		402,000			-
Accrued interest converted to shares		15,152			-
Derivative liability reclassified as additional paid-in capital		1,133,681			-
Derivative liability – debt discount		442,000			-

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

F-3

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of business and basis of presentation

Organization and nature of business

Epoxy, Inc. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp.

On August 1, 2014, the Company’s name changed from NeoHydro Technologies Corp. to Epoxy, Inc.  in furtherance of actions taken on May 23, 2014, when the Board of Directors of the Company (the “Board”) approved, and recommended to the Majority Stockholders that they approve the name change. On May 27, 2014, the Majority Stockholders approved the name change by written consent in lieu of a meeting, in accordance with Nevada law. On August 4, 2014, the Company submitted the name change to FINRA for their review and approval, as well as the approval of a symbol change from NHYT to EPXY.   The Company filed an amendment to our Articles of Incorporation with the Secretary of State of Nevada changing our name to Epoxy, Inc. effective on August 1, 2014.

The Company, through its wholly owned subsidiary, Couponz, Inc., is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers.

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 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.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the nine month period ended September 30, 2015, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission on April 15, 2015.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

Note 2 – Going Concern

For the nine months ended September 30, 2015, the Company used net cash in operations of $306,106. In addition, the Company had a working capital deficit as of September 30, 2015. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2015 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

F-4

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3- Fair Value Measurements

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

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2015 and December 31, 2014:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2015:
Liabilities
Derivative liabilities	$	-	$	-	$	484,733
As of December 31, 2014:
Liabilities
Derivative liabilities	$	-	$	-	$	2,251,429

Note 4- Loans Payable

During the month of July 2014, the Company entered into two 5% one-year promissory notes for a total of $20,000.  At September 30, 2015, the Company is indebted to these unrelated third parties in the amount of $20,000 (December 31, 2014 - $20,000).

At September 30, 2015, the Company is indebted to two unrelated third parties for a total of $12,000 (December 31, 2014 - $12,000). The loans are non-interest bearing and due on demand after maturity. During the nine months ended September 30, 2015, the Company recorded imputed interest of $1,849 in respect of these loans.

F-5

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes

(1)   Convertible notes originally due on November 27, 2015:

On November 27, 2012, the Company entered into certain convertible loan agreements with four (4) investors. The Company received a total of $125,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $125,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debentures up to its face value of total of $125,000.

On August 1, 2014 the Company successfully amended the terms of certain convertible loan agreements with four (4) investors for a total of $125,000 due and payable on November 27, 2015.  Under the amended terms, a total of $125,000 originally available for conversion into a total of 250,000,000 shares of common stock at $0.0005 per share has been amended to reflect a price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted. The Company determined that the amended qualified as a substantial modification under ASC 470-60.

On July 16, 2015, the Company amended the terms of the certain convertible loan agreements with four investors for a total of $125,000 due and payable on April 16, 2016. Under the amended terms, a total of $125,000 convertible notes which comes due and payable on November 27, 2015 is extended to the maturity date of April 16, 2016. In addition, the notes were modified whereby the do not become convertible until maturity.

The Company analyzed the conversion feature of above Convertible Notes for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature did not create embedded derivatives.

The Company analyzed the above amendment under ASC 470-60 and concluded that the amendment to the conversion terms qualified as a substantial modification and as such the unamortized discount of $79,103 was recorded as loss on extinguishment of debt. In addition, the fair value of the derivative liabilities associated with the pre modification conversion option in these notes of $591,496 was extinguished resulting in a gain of $591,496. The net gain on extinguishment of liabilities during the nine months ended September 30, 2015 resulting from this substantial modification was $512,393.

The carrying value of certain convertible notes is as follows:

	August 1, 2014 Recalculation			December 31,  2014			September 30, 2015
Face value of certain convertible notes	$	125,000		$	125,000		$	125,000
Less: unamortized discount		(125,000	)		(116,702	)		-
Carrying value	$	-			8,298		$	125,000

As at September 30, 2015, the carrying values of the convertible debenture and accrued convertible interest thereon were $125,000 and $9,349, respectively. Amortization of the discounts associated with these notes was $37,599 during the nine months ended September 30, 2015.

F-6

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes (continued)

(2)   Convertible note due on August 22, 2015 (CN#1)

On August 22, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#1”), where under the Company has issued two 8% convertible redeemable notes in the aggregate principal amount of $250,000 with the first note being $125,000 and the second note being $125,000, convertible into shares of the Company’s common stock upon the terms. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.

On August 22, 2014, the Company received net proceeds totaling $106,250 in respect to the first of the two notes in the totaling gross amount of $125,000. Financing fees of $12,500 and legal fees of $6,250 were paid in respect of the back end note which is due and payable on August 22, 2015.

On January 15, 2015 and February 26, 2015 respectively the Company received net proceeds from an investor totaling $63,750 and $42,500 in respect to the second of the two notes in the total gross amount of $125,000.   Financing fees of $12,500 and legal fees of $6,250 were paid in respect of the back end note which is due and payable on August 22, 2015.

The following table reflects the issuance of 17,846,932 shares in respect of Conversion Notices received for a total of $250,000 in principal and $9,570 in accrued interest from CN#1 during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
February 27, 2015		40,000		1,613		0.0364520		1,141,587
April 17, 2015		15,000		766		0.0239200		659,114
April 29, 2015		20,000		1,074		0.0208000		1,013,171
May 7, 2015		25,000		1,386		0.0130000		2,029,715
May 21, 2015		25,000		1,463		0.0130000		2,035,616
June 2, 2015		25,983		547		0.0141445		1,875,620
June 8, 2015		29,017		649		0.0141440		2,097,405
June 29, 2015		18,000		485		0.0145600		1,269,592
July 7, 2015		19,000		546		0.00936		2,088,197
July 20, 2015		33,000		1,041		0.00936		3,636,915
Total		250,000		9,570				17,846,932

As of September 30, 2015, the principal amount and all accrued interest payable with respect to CN#1 was paid in full with issuance of common stock.

F-7

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes

(3)   Convertible note due on April 16, 2015  (CN#2)

On September 17, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#2). The Company received net proceeds totaling $88,000 from a note in the gross amount of $100,000 which bears interest at 10% per annum and is due on April 16, 2015. Financing fees of $10,500 and legal fees of $2,000 were paid in respect of the note which is due and payable on April 16, 2015. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.

The following table reflects the details of the issuance of 9,180,180 shares in respect of Conversion Notices received for a total of $100,000 in principal and $5,582 in accrued interest from CN#2 during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
March 26, 2015		6,775		-		0.0115167		588,235
April 1, 2015		50,000		-		0.0115000		4,347,826
April 22, 2015		43,225		5,582		0.0115000		4,244,119
Total		100,000		5,582				9,180,180

As of September 30, 2015, the principal amount and all accrued interest payable with respect to CN#2 was paid in full with issuance of common stock.

(4)   Convertible note due on January 13, 2016 (CN#3)

On January 13, 2015 the Company entered into a Securities Purchase Agreement (“SPA”) with Adar Bays, LLC (“Adar”) a Florida Limited Liability company where under the Company has issued two 8% convertible redeemable notes in the aggregate principal amount of $150,000 with the first note being $75,000 and the second note being $75,000, convertible into shares of the Company’s common stock with a maturity date one year after issuance or January 13, 2016.  The first of the two notes (the “First Note”) shall be paid for by Adar upon execution of the SPA, and the second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $75,000 secured note issued to the Company by Adar (“Buyer Note”), provided that prior to conversion of the Second Note, Adar must have paid off the Buyer Note in cash. Under the terms of the First Note, at any time after 180 days, the holder may elect to convert all or part of the face value of the note into shares of the Company’s common stock without restrictive legend at a price (“Conversion Price”) for each share of Common Stock equal to 52% of the lowest trading price of the Company’s common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company.   If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded. Under the terms of the Second Note, the holder is entitles at its option, after the expiration of the requisite Rule 144 holding period and after full cash payment for the promissory note issued by the holder to the Company simultaneously with the issuance by the Company of this note (the “Holder Issued Note”) to convert all or part of the Note then outstanding into shares of the Company’s common stock equal to 52% of the lowest trading price of the Company’s common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company.   If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded.  With respect to the First and Second Notes, in the

F-8

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes

(4)   Convertible note due on January 13, 2016 (CN#3) (cont’d)

event that the Company experiences a DTC “Chill” on its shares the conversion price shall be decreased to 42% instead of 52% while the “Chill” is in effect, and in no event shall the holder be allowed to effect a conversion, if such conversion, along with other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company.  Further, with respect to the Second note, in the event the Company is not “Current” in its SEC filings at the time the note is cash funded, the discount shall be decreased to 40% instead of 52%.  In respect of the First and Second notes interest on any unpaid principal balance of the Notes shall be paid by the Company in common stock (the “Interest Shares”).  The Holder may at any time send a Notice of Conversion for Interest Shares based on the aforementioned formula for all or part of interest payable.

During the first 180 days the Company may redeem the First Note by paying to the holder an amount as follows: (i) if the redemption is in the first 90 days the note is in effect an amount equal to 125% of the unpaid principal amount of the note along with accrued interest; (ii) if the redemption is after the 91st day the note is in effect then the

Company may redeem the note in an amount equal to 135% of unpaid principal and interest.  The note is not redeemable after 180 days.

The Second Note may not be prepaid, except that if the First Note is redeemed by the Company within 6 months of the issuance date of such note, the obligations of the Company under the Second Note will be automatically deemed satisfied and the Second Note and the Holder Note will be deemed canceled and of no further force or effect.

Upon funding of each Note the Company shall pay $3,750 in legal fees and fees to Carter, Terry & Company of $7,500.

On January 15, 2015 the Company received net proceeds from Adar totaling $63,750 with respect to the First Note in the total gross amount of $75,000.   Financing fees of $7,500 and legal fees of $3,750 were paid.

The following table reflects the issuance of 7,620,002 shares in respect of Conversion Notices received for a total of $52,000 in principal during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
July 20, 2015		5,000		-		0.00936		534,188
July 23, 2015		15,000		-		0.00936		1,602,564
August 13, 2015		7,000		-		0.00832		841,346
August 27, 2015		8,000		-		0.005772		1,386,001
September 8, 2015		7,000		-		0.005252		1,332,826
September 16, 2015		10,000		-		0.0052		1,923,077
Total		52,000		-				7,620,002

As of September 30, 2015, the balance payable on CN #3 includes $23,000 in principal from convertible notes and $3,772 in accrued interest payable.

F-9

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes

(5)   Convertible note due on January 14, 2016 (CN#4)

On July 14, 2015, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $90,000 from total loan proceeds of $102,000, which bears interest at 8% per annum and is due on January 14, 2016. Financing fees of $10,000 and legal fees of $2,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. As of September 30, 2015, the outstanding principal balance under this note was $102,000.

(6)   Convertible note due on July 29, 2016 (CN#5)

On July 29, 2015 the Company entered into a convertible loan agreement with an investor. The Company received new proceeds totaling $75,000 from total loan proceeds of $84,000 which bears interest at 8% per annum and is due on July 29, 2016.  An original issue discount of $6,000 and legal fees of $3,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity.  Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at 58% multiplied by the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 5% for all future Conversions. As of September 30, 2015, the outstanding principal balance under this note was $84,000.

(7)   Convertible note due on August 3, 2016 (CN#6)

On August 3, 2015, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $50,000 from total loan proceeds of $56,000, which bears interest at 8% per annum and is due on August 3, 2016. Financing fees of $3,500 and legal fees of $2,500 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. As of September 30, 2015, the outstanding principal balance under this note was $56,000.

In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 11 for derivative disclosure)

Additionally, the Company evaluated the convertible notes in note 6 (1) above and concluded that these were tainted due to the variable conversion rate of the above the convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. They were removed from the derivative liabilities upon their substantial modification and extinguishment. (See footnote 9 for derivative disclosure)

F-10

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Convertible Notes

The carrying value of certain convertible notes (CN#1, CN#2 and CN#3) are as follows

	CN#1			CN#2			CN#3			Total
Carrying value, December 31, 2013	$	-		$	-		$	-		$	-
Add: Face value of certain convertible notes		125,000			100,000			-			225,000
Less: unamortized discount		(79,860	)		(48,371	)					(128,231	)
Carrying value, December 31, 2014		45,140			51,629			-			96,769
Add: Face value of certain convertible notes		125,000			-			75,000			200,000
Total Face value of certain convertible notes		250,000			100,000			75,000			425,000
Less: converted face value to shares		(250,000	)		(100,000	)		(52,000	)		(402,000	)
Less: unamortized discount		-			-			(11,052	)		(11,052	)
Carrying value, September 30, 2015	$	-			-		$	11,948			11,948

The carrying value of certain convertible notes (CN#4 CN#5 and CN#6) are as follows

	CN#4			CN#5			CN#6			Total
Carrying value, December 31, 2014	$	-		$	-		$	-		$	-
Add: Face value of certain convertible notes		102,000			84,000			56,000			242,000
Total Face value of certain convertible notes		102,000			84,000			56,000			242,000
Less: converted face value to shares		-			-			-			-
Less: unamortized discount		(58,443	)		(69,541	)		(47,126	)		(175,110	)
Carrying value, September 30, 2015	$	43,557			14,459		$	8,874		$	66,890

Amortization of the discount over the nine months ended September 30, 2015 totaled $385,848, which amount has been recorded as interest expense.  The unamortized discount of $186,162 associated with above notes (CN #1 to CN#6) will be expensed in future periods.

F-11

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – Common Stock and Stock-Based Compensation

Common stock

Shares issued in current period ended September 30, 2015:

Issuances Date		Conversion Price/FMV ($)		Number of shares issued		Amount ($)
February 27, 2015	Conversion of debt		0.0364520		1,141,587		41,613
March 26, 2015	Conversion of debt		0.0115167		588,235		6,775
April 1, 2015	Conversion of debt		0.0115000		4,347,826		50,000
April 17, 2015	Conversion of debt		0.0239200		659,114		15,766
April 22, 2015	Conversion of debt		0.0115000		4,244,119		48,807
April 29, 2015	Conversion of debt		0.0208000		1,013,171		21,074
May 7, 2015	Conversion of debt		0.0130000		2,029,715		26,386
May 21, 2015	Conversion of debt		0.0130000		2,035,616		26,463
June 2, 2015	Conversion of debt		0.0141445		1,875,620		26,530
June 8, 2015	Conversion of debt		0.0141440		2,097,405		29,666
June 18, 2015	Services rendered		0.0330000		1,239,913		40,917
June 29, 2015	Conversion of debt		0.0145600		1,269,592		18,485
July 7, 2015	Conversion of debt		0.00936		2,088,197		19,546
July 20, 2015	Conversion of debt		0.00936		4,171,103		39,041
July 23, 2015	Conversion of debt		0.00936		1,602,564		15,000
August 13, 2015	Conversion of debt		0.00832		841,346		7,000
August 27, 2015	Conversion of debt		0.005772		1,386,001		8,000
September 8, 2015	Conversion of debt		0.005252		1,332,826		7,000
September 16, 2015	Conversion of debt		0.0052		1,923,077		10,000
Total					35,887,027		458,069

F-12

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – Common Stock and Stock-Based Compensation (continued)

Shares issued in the fiscal year ended December 31, 2014

On April 30, 2014, the Company received the final $28,000 installment in respect of a funding agreement entered into on June 17, 2013 (ref: Note 10) for a total of $100,000.  The Company accepted a subscription for 933,333 shares of common stock at $0.03 per share for cash proceeds of $28,000 and the Company also agreed to issue a 2-year warrant entitling the holder to acquire an additional 93,333 and shares of common stock at an exercise price of $0.30 per share.

On August 8, 2014 the Company agreed to issue 500,000 fully paid for and earned restricted shares of the Company’s common stock under an agent agreement with Carter, Terry & Company (“C&T”). The Company recorded $15,000 as financing costs, which was the fair market value of the shares on the agreement date.

On August 22, 2014, the Company settled certain unrelated third party debt in the amount of $50,572 by way of the issuance of 2,528,600 shares of the Company’s common stock at $0.02 per share with a fair value of $83,192.The Company recognized loss on the debt settlement in the amount of $32,620.

During the period ended September 30, 2014 the Company agreed to issue a total of 307,482 restricted shares of the Company’s common stock under an agent agreement with C&T, which equal to the 4% of $225,000 capital raised divided by the closing price of the stock on the date of close.

On October 17, 2014, the Company issued 3,500,000 shares of the Company’s common stock at $0.0213 per share with a fair value of $74,550 as stock awards to officers and directors of the Company.

As of September 30, 2015 and December 31, 2014, there were a total of 212,481,149 and 176,594,122 shares issued and outstanding, respectively.

Stock award and stock option

On October 17, 2014 the Company’s Board of Directors approved a 2014 Stock Option and Award Plan. Under the Stock Option and Award Plan, the Company awarded Mr. Woywod, director of the Company, 500,000 common shares and Mr. Harney, director of the Company, 3,000,000 common shares, all of which were fully vested on the date of issue.  The Company also granted Mr. Woywod 500,000 incentive stock options at an exercise price of $0.03 per share for a term of 2 years from the date of grant, which options also vested immediately.

Stock Award

As a result of the stock awards granted, the Company recorded stock based compensation expenses totaling $74,550 as consulting fees during the year ended December 31, 2014.

F-13

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – Common Stock and Stock-Based Compensation (continued)

Stock award and stock option (cont’d)

Stock Option

The following tables summarize the information concerning stock options outstanding as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
	Shares	Weighted Average Exercise Price $		Shares	Weighted Average Exercise Price $
Outstanding at beginning of the year	500,000		0.03	-		-
Granted	-		-	500,000		0.03
Exercised	-		-	-		-
Expired or cancelled	-		-	-		-
Outstanding at the period	500,000		0.03	500,000		0.03

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Subject to Exercise
$	0.03		500,000		1.05	500,000

The Company recognized stock-based compensation of $9,832 as consulting fees during the year ended December 31, 2014 in respect of the aforementioned stock option.

Valuation Assumptions

The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the year ended December 31, 2014:

	Options Granted
	October 17, 2014
Fair value of options granted	$	0.021
Assumptions used:
Expected life (years) (a)		2
Risk free interest rate (b)		0.39	%
Volatility (c)		261	%
Dividend yield (d)		0.00	%

a)	Expected life: The expected term of options granted is determined using the “shortcut” method allowed by SAB No.107. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term.
b)	Risk-free interest rate: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options.
c)	Volatility: The expected volatility of the Company’s common stock is calculated by using the historical daily volatility of the Company’s stock price calculated over a period of time representative of the expected life of the options.
d)	Dividend yield: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock.

F-14

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – Common Stock and Stock-Based Compensation (continued)

Share Purchase Warrants

During the year ended December 31, 2014 the Company issued a 2-year warrant entitling the holders to acquire an additional 93,333 shares of common stock at an exercise price of $0.30 per share.

As September 30, 2015 and December 31, 2014, the following share purchase warrants were outstanding:

	Warrants		Weighted Average Exercise Price
Outstanding - December 31, 2013		856,667		0.12
Granted		93,333		0.30
Forfeited/Canceled/Expired		-		-
Exercised		-		-
Outstanding – December 31, 2014		950,000		0.14
Forfeited/Canceled/Expired		616,667		0.05
Exercised		-		-
Outstanding – September 30, 2015		333,333		0.3
Exercisable – September 30, 2015		333,333		0.26

The intrinsic value of these warrants was $0 and $19,833 at September 30, 2015 and December 31, 2014.

Note 7 - Derivative Liabilities

(1)   Derivative liabilities from convertible notes

On August 22, 2014, the Company entered into a convertible loan agreementwith an investor (the “CN#1”) see below which the Company concluded that these are tainted due to the variable conversion rate of the below convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

On August 22, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#1”). The Company received a total of $125,000 which bears interest at 8% per annum and is due on August 22, 2015.  During the period ended June 30, 2015 the Company further received a total of $125,000 in respect to the backend note from CN#1. Interest shall accrue from the advancement date and shall be payable on August 22, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.

On September 17, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#2). The Company received a total of $100,000 which bears interest at 10% per annum and is due on April 16, 2015. Interest shall accrue from the advancement date and shall be payable on April 16, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.

F-15

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Derivative Liabilities (continued)

On January 13, 2015, the Company entered into a convertible loan agreements with an investor (the “CN#3”). The Company received a total of $75,000 which bears interest at 8% per annum and is due on January 13, 2016. Interest shall accrue from the advancement date and shall be payable on August 22, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.

On July 14, 2015, the Company entered into a convertible loan agreement with an investor (the “CN#4”). The Company received net proceeds totaling $90,000 from total loan proceeds of $102,000, which bears interest at 8% per annum and is due on January 14, 2016. Financing fees of $10,000 and legal fees of $2,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

On July 29, 2015 the Company entered into a convertible loan agreement with an investor (the “CN#5”). The Company received cash proceeds of $75,000 from total loan proceeds of $84,000 which bears interest at 8% per annum and is due on July 29, 2016.  An original issue discount of $6,000 and legal fees of $3,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity.  Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at 58% multiplied by the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 5% for all future Conversions.

On August 3, 2015, the Company entered into a convertible loan agreement with an investor (the “CN#6). The Company received net proceeds totaling $50,000 from total loan proceeds of $56,000, which bears interest at 8% per annum and is due on August 3, 2016. Financing fees of $3,500 and legal fees of $2,500 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex derivate instruments.

(2)   Derivative liabilities from share purchase warrants

On August 22, 2014, the Company entered into a convertible loan agreementwith an investor (the “CN#1”) see above (2) which the Company concluded that these are tainted due to the variable conversion rate of the share purchase warrants (ref Note 10) and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

F-16

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Derivative Liabilities (continued)

As a result of the application of ASC No. 815 in period ended September 30, 2015 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2013	$	23,790
Derivative addition associated with convertible notes		225,000
Recognition of derivative associated with tainted instruments		669,741
December 31, 2014 loss on change in fair value		1,332,898
Balance at December 31, 2014		2,251,429
Derivative additions associated with convertible notes		442,000
Extinguishment of derivative liabilities		(591,496	)
Derivative liability reclassified as additional paid-in capital associated with conversion of debt		(1,133,681	)
Loss on change in fair value during the period		(483,519	)
Balance at September 30, 2015	$	484,733

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2015 and commitment date:

	Commitment Date			December 31, 2014			September 30, 2015
Expected dividends		0			0		0
Expected volatility	196.14 ~ 219.26		%	192.59		%	219.13	%
Expect term	0.59 ~ 1 years			0.29~0.64 years			0.55~0.66
Risk free interest rate	0.10~0.19		%		0.12	%	0.11	%

Note 8 - Commitments

(1)   Agency Agreement with Cater, Terry & Company

On August 8, 2014 the Company entered into an Agency Agreement (the “Agreement”) with Carter, Terry & Company (“C&T”) where under C&T will act as the Company’s exclusive Financial Advisor, Investment Bank and Placement Agent, on a "best efforts" basis for an initial period of 30 days, and then reverting to a non-exclusive financial advisor for the next twelve consecutive (12) months.  Under the terms of the Agreement, C&T will receive 500,000, fully paid for and earned restricted shares of the Company’s common stock. In addition, in respect of any introductions those results in financing for the Company C&T shall receive fees as follows:

a.	10% of the amount for any equity or hybrid equity capital raised up to $2,000,000
b.	8% of the amount for any equity or hybrid equity capital raised up to $5,000,000
c.	6% of the amount for any equity or hybrid equity capital raised over $5,000,000

And;
	an amount of restricted shares equal to 4% of capital raised divided by the closing price of the stock on the date of close.

F-17

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Commitments (continued)

(1)   Agency Agreement with Cater, Terry & Company (cont’d)

On August 8, 2014, the Company issued 500,000 shares of the Company’s common stock in consideration of $15,000 as financing costs pursuant the Agreement.

On August 22, 2014 and September 17, 2014 the Company raised $125,000 and $100,000, respectively, under two convertible notes (CN#1 and CN#2) and paid to C&T cash consideration of $22,500 as financing costs and issued 307,482 shares of the Company’s common stock in consideration of $9,000 as financing costs.

During the nine month ended September 30, 2015 the Company raised $125,000 and $75,000, respectively, under two convertible notes (CN#1 and CN#3) and paid to C&T cash consideration of $20,000 as deferred financing costs.

During the nine month ended September 30, 2015 the Company raised $102,000 and $56,000, respectively, under two convertible notes (CN#4 and CN#6) and paid to C&T cash consideration of $13,500 as deferred financing costs.

(2)   Independent Contractor Agreement with Sherf Corporation

On January 15, 2015, the Company entered into an Independent Contractor Agreement (the “Agreement”) with Scherf Corporation (“Scherf”) of Las Vegas, Nevada for the provision of public relations services to the Company for an initial term of one year, expiring on December 31, 2015, with an option to renew for successive one (1) year terms upon mutual agreement of both parties.

Under the terms of the Agreement Scherf will provide communications with shareholders, drafting and placing press announcements and articles pertaining to the Company’s business and introduction to venture capital firms, hedge funds and other potential investors. In consideration for services provided, exclusive of venture capital introduction) Scherf shall receive compensation equal to 0.5% of the increase in the market cap of the Company from one fiscal quarter to the next.  The compensation shall be paid in the form of common shares of the Company determined by the average closing price of the Company’s common stock over the last ten trading days of the fiscal quarter to be compensated for. Such compensation shall be paid within fifteen (15) days of the close of each fiscal quarter.  Further the Company shall compensate Scherf for all venture capital introduction ate a rate of 3% of any and all funds received as investments by any venture capital, hedge fund or other investor introduced by Scherf. The compensation shall be paid in the form of common shares of the Company determined by the average closing price of the Company’s common stock over the last ten trading days of the fiscal quarter to be compensated for. Such compensation shall be paid within fifteen (15) days of the close of each fiscal quarter.

Further by resolution of the Board it was determined that Scherf shall receive additional compensation in the form of 1,000,000 restricted shares of the Company’s common stock as consideration for the translation of the Company’s website, and mobile application into German.  On June 18, 2015, 1,039,913 restricted shares were issued in respect of the translation services provided and the quarterly compensation for the period ended March 31, 2015 as required under the terms of the agreement.  During the period ended June 30, 2015 the contract with Scherf was terminated by mutual agreement of the parties thereto.

F-18

EPOXY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Commitments (continued)

(3)   Service Agreement with Wheat Creative LLC

On February 1, 2015 the Company entered into a Services Agreement (the “Agreement”) with Wheat Creative LLC (the “Consultant”), a Nevada Limited Liability Company.   Under the terms of the Agreement, the Consultant shall be engaged to redesign the Company’s mobile app for both iOS and Android.  As consideration for services rendered, the Consultant shall receive a total of 200,000 shares of the Company’s restricted common shares, deliverable upon completion and delivery of the redesign of the Company’s mobile app for both iOS and Android. On June 18, 2015, 200,000 shares were issued upon completion of services rendered as compensation.

(4)   Office Lease

On March 16, 2015 the Company entered into a six month lease commencing April 1, 2015 with certain other third parties in respect of a shared office and residential premises located in San Diego, California.   The Company’s obligation under the terms of the lease is a total of $875 per month plus utilities.  The Company paid a security deposit of $875 and the first month’s rent totaling $1,750 upon signing of the contract.

Note 9 – Related Party Transactions

On August 28, 2014, the Company entered into an employment agreement with David Gasparine, president of the Company, for management services. The employment agreement became effective as of September 1, 2014. Under the employment agreement, the base salary is of $36,000 per annum, paid monthly. The amount of base salary shall be determined by the Board of Directors and may be increased, but not decreased, from time to time by the Board of Directors of the Company. In addition to the base salary, Mr. Gasparine shall be eligible for periodic bonuses in amounts to be determined by the Board of Directors.  In January 2015 the board agreed to increase Mr. Gasparine’s salary to $57,600 per year, with a further salary increase to $72,000 per annum effective October 1, 2015.

During the nine month period ended September 30, 2015, the Company paid $43,200 to Mr. Gasparine (September 30, 2014 - $31,286).

Note 10 – Subsequent events

On October 6, 2015, the Board of Directors authorized the issuance of 1,000,000 Class B preferred shares to David Gasparine, the CEO, for services rendered to the corporation.  The shares which will be issued to David Gasparine Corporation are not registered under the Securities Act. These shares will be issued relying upon the exemption from the registration requirements provided under Sections 4(a) or 3(b) of the Securities Act.

On October 13, 2015 the Company received conversion notices from an investor requesting the conversion of a total of $12,000 in principal by way of issuance of a total of 2,307,692 shares of common stock.

F-19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we d o not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on April 15, 2015, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Epoxy, Inc. and its wholly owned subsidiary Couponz, Inc.

Current Business

On July 19, 2013, the Company entered into an agreement to purchase Couponz, Inc. (“Couponz”), a company incorporated in the State of Nevada.  Under the agreement, the Company had the right to acquire 100% of the ownership of Couponz, Inc. in exchange for the issuance of 24,514,319 shares of preferred stock of the Company and $100,000. The agreement provided for the preferred shares issued to be designated as 1 share of preferred to carry 15 shares of common voting rights and to be convertible into common  shares on the basis of 2.5 shares of common for each 1 share of preferred. Mr. David Gasparine, the sole director of Epoxy Inc., is also the controlling shareholder of Couponz, Inc., and, as such, the transaction is considered to be non-arm’s length.  Mr. Gasparine became the controlling shareholder of the Company concurrent with the completion of the transaction.

On November 1, 2013, the Company completed the aforementioned transaction and Couponz, Inc. became a wholly owned subsidiary of the Company.

Couponz Inc. is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers. Epoxy designers are dedicated to providing a superior and easy-to-use product for business owners to reward loyal customers.

Our goal is to provide a simple and easy to use platform for consumers to find business information, including but not limited to product and service descriptions, promotions, loyalty programs, and customer reviews, as well as to provide business owners a simple and easy to use platform to promote their businesses to mobile app users. Through the use of research and development we will be able to continue evolving our platform and features provided for our users.

Epoxy, Couponz’s mobile app, is a “two-part” system that has a server that both a website and a mobile application access. The mobile app allows users to find local businesses that have an Epoxy membership. An app user can navigate to an individual business several ways. App users can find a specific business by searching for the specific name of the business, the category of the business or by the App users location and listed results on a Map View. App users can then filter the results of the businesses in the Map View by category. Once a business is chosen the app user is presented with a Business Landing Page or “BLP”. The BLP displays information about that specific business that the business owner has input including operating hours, locations, menus, phone numbers as well as marketing such as digital loyalty cards and coupons. Within the BLP app users can also create reviews or “Sticky Notes” about that individual business and review other Sticky Notes that have been previously created. When an app user opens a loyalty card or offer the app has a built in scanner that allows the staff to “punch” or “redeem” either offer. A loyalty card is scanned multiple times and once completely filled is valid for a specified offer from the business owner. The app user can collect or “save” filled loyalty cards to redeem at a later time. A coupon is a one-time use offer that once redeemed will disappear from the device and become de-active. A business needs no equipment as the scanner is built into the Epoxy application that is required to scan each unique QR code. Epoxy provides each business with their own unique code that is used to track each loyalty card and offer. Each time an app user redeems an offer or digitally receives a punch the system tracks that information and displays it on a website administration panel for the business owner to track.

The website serves as amerchant login where merchants can access an administration panel that allows them to create their BLP and add digital punch cards, offers, events a and send out direct messages to individuals or groups in real-time. The admin panel also will provide the merchants with analytics such as the number of recipients for these direct messages, the number of punch cards and offers that have been used as well as the individual customers who are recommending that particular business (the referral system is a pending patent). This will allow the merchant to distinguish between different levels of consumers and compensate accordingly. This also adds a level of security and accuracy to the loyalty and coupon program that is not practical with a paper system.

Our pricing for merchants is a simple flat membership fee of $99 a month, without any contracts. The mobile app is free for consumers to download, and is available on both Android and Apple platform.

5

We plan to expand geographically in stages. By the close of December 2015, we expect to grow beyond the Las Vegas market into the rest of the Southwestern United States. We have already begun this process with expansion into Southern California. Within two to three years (December 2016), we plan to expand into the Midwest, and within five years (December 2019) we plan to expand nationally. As we experience each stage of growth, we plan to increase our staff primarily through commission-based sales people, as opposed to salaried or hourly wage employees, thus minimizing the financial burden of each stage of expansion. We believe that this plan for expansion will also minimize the need for additional outside financing, as we plan to fund our growth primarily through the growth of our paying customer base.

Our primary philosophy is to provide excellent customer service to both app users and merchants, while utilizing feedback through our events, website and mobile app. The mobile application platform gives us an opportunity to seamlessly receive feedback while providing a service. Once feedback has been provided we can then study and then apply this to the system. We believe if you keep the marketing simple, to the point and clean people will be willing to listen and convert. Once a customer is willing to listen, they can be turned into more valuable, loyal customers.

Couponz’s product is marketed to Mobile App Users as well as Business owners.

RESULTS OF OPERATIONS

Three and Nine Months Ended September 30, 2015 Compared to the Three and Nine Months Ended September 30 30, 2014.

Our net loss for the three and nine month periods ended September 30, 2015 and 2014 is as follows:

	Three month ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenue	$	9,370		$	10,632		$	25,015		$	18,366
Operating Expenses
Depreciation		2,831			-			8,492			-
Professional fees		13,393			16,559			31,074			27,964
Software development expenses		35,207			9,960			82,352			14,176
Consulting fee		26,513			29,741			65,998			22,955
General and administrative expenses		35,154			18,662			188,649			18,592
Total operating expenses		113,098			51,693			376,565			83,687
Loss from operations		(103,728	)		(48,344	)		(351,550	)		(75,953	)
Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities		162,548			198,268			483,519			181,541
Gain (loss) on debt extinguishment		512,393			(120,804	)		512,393			(120,804	)
Interest expenses		(162,802	)		(88,371	)		(481,991	)		(112,478	)
Total other income (expenses)		512,139			(10,907	)		513,921			(51,741	)
Net income (loss)	$	408,411		$	(75,197	)	$	162,371		$	(191,984	)

During the comparative three and nine month periods ended September 30, 2015 and 2014 the Company experienced a substantive increase to consulting fees, software development costs and general and administrative expenses as we expanded our sales force, updated and improved our application software and website, and increased customer identification and cultivation plans, including increased marketing and advertising efforts, all of which activities required more time from our key management and consultants. 

6

Liquidity and Financial Condition

Working Capital

	At September 30, 2015			At December 31, 2014
Current Assets	$	169,821		$	64,833
Current Liabilities	$	833,235		$	2,492,709
Working Capital (Deficit)	$	(663,414	)	$	(2,427,876	)

Cash Flows

	Nine Month Periods Ended September 30,
	2015			2014
Net cash used in operating activities	$	(306,106	)	$	(171,229	)
Net cash provided by financing activities	$	385,000		$	273,000
Net increase (decrease) in cash during period	$	78,894		$	101,771

Operating Activities

Net cash used in operating activities was $306,106 for the nine month period ended September 30, 2015 compared with cash used in operating activities of $171,229 in the same period in 2014. The increase in cash used in operating activities is predominantly attributable to various non-cash reconciliation adjustments including accretion of debt discount on convertible notes and the change in the fair value of our derivative liabilities, as well as increases to accounts payable and accrued expenses period over period as we were not able to retire our obligations as they became due.

Investing Activities

There were no investing activities during the nine month period ended September 30, 2015 and 2014.

Financing Activities

Net cash provided by financing activities was $385,000 for the nine month period ended September 30, 2015 compared to $273,000 of cash provided in the same period in 2014.

Going Concern

We believe that presently we have sufficient funds to operate for the coming 12 months. While our cash on hand presently falls short of our currently anticipated operating expenses, we believe any shortfall can be addressed by the anticipated increase to our revenues, the exercise of outstanding warrants or new loans and equity financing opportunities. We have no assurance that future financing will be available to us in the future on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

Our Company has generated revenues of $25,015 and $18,366 in the nine month periods ended September 30, 2015 and 2014, respectively, which amounts are not presently sufficient to cover our ongoing quarterly operating expenses. We have never paid dividends and it is unlikely we will generate sufficient earnings in the immediate or foreseeable future to meet our operational overhead. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2015, we had a working capital deficit of $663,414 and have an accumulated deficit of $2,070,592. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The financial statements included herein do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our Company be unable to continue as a going concern.

During the next twelve months we expect to expend approximately $50,000 for operations of the Company in regard to the filing of reports with the requisite regulatory authorities and $125,000, including costs for advertising and marketing, as required with respect the operations of wholly-owned subsidiary, Couponz, Inc., including salaries, advertising and marketing, and any ongoing software development expenses. 

We may require additional working capital to fund our business objectives.  There can be no assurance that any additional financing will be available or accessible on reasonable terms, either by way of an equity financing or debt. If we cannot raise any additional funding we may either have to suspend operations until we do raise the cash, or cease operations entirely.

7

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Recent Accounting Pronouncements

On September 25, 2015, the FASB issued Accounting Standards Update, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. This amendment will not have a material impact on our financial statements. 

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

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

On August 13, 2015 the Company received conversion notices from an investor requesting the conversion of a total of $7,000 in principal by way of issuance of a total of 841,346 shares of common stock.

On August 27, 2015 the Company received conversion notices from an investor requesting the conversion of a total of $8,000 in princpial by way of issuance of a total of 1,386,001 shares of common stock.

On September 8, 2015 the Company received conversion notices from an investor requesting the conversion of a total of $7,000 in principal by way of issuance of a total of 1,332,826 shares of common stock.

On September 16, 2015 the Company received conversion notices from an investor requesting the conversion of a total of 10,000 in principal by way of issuance of a total of 1,923,077 shares of common stock.

On October 6, 2015, the Board of Directors authorized the issuance of 1,000,000 Class B preferred shares to David Gasparine, the CEO, for services rendered to the corporation.  The shares which will be issued to David Gasparine Corporation are not registered under the Securities Act. These shares will be issued relying upon the exemption from the registration requirements provided under Sections 4(a) or 3(b) of the Securities Act.

On October 13, 2015 the Company received conversion notices from an investor requesting the conversion of a total of $12,000 in principal by way of issuance of a total of 2,307,692 shares of common stock.

In respect of the aforementioned shares issued to an investor the Company will claim an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of the shares pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.

Other than as disclosed above, there were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have any senior securities as of the date of this Form 10-Q.

9

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

On August 10, 2015, the Board of Directors approved that Class B Preferred stock shall be designated as 15,000,000 shares with par value of $0.00001 with voting rights of 1,000 to 1 compared to common, but no conversion rights.

On October 1, 2015 the Board of Directors approved a salary increase for the Company’s President and Director to $72,000 per annum.

On October 6, 2015, the Board of Directors authorized the issuance of 1,000,000 Class B preferred shares to David Gasparine, the CEO, for services rendered to the corporation.  The shares which will be issued to David Gasparine Corporation are not registered under the Securities Act. These shares will be issued relying upon the exemption from the registration requirements provided under Sections 4(a) or 3(b) of the Securities Act.

10

ITEM 6. EXHIBITS

Exhibit Description	Filed herewith	Form	Exhibit	Incorporated by reference Filing Date
Articles of Incorporation		S-1	3.1	03/18/08
Certificate of Designation		8-K	3.1	10/15/2015
By-laws as currently in effect		S-1	3.2	03/18/08
Agency Agreement with Carter, Terry & Company executed August 8, 2014		10-Q	10.1	08/14/2014
Form of Addendum between the Company and certain investors with convertible loans expiring November 27, 2015		10-Q	10.2	11/19/2014
August 22, 2014 letter agreement between the Company and Quarry Bay Equity Inc.		10-Q	10.3	11/19/2014
Form of employment agreement between the Company and David Gasparine		10-Q	10.4	11/19/2014
2014 Stock Option and Award Plan		10-Q	10.5	11/19/2014
Form of Stock Option Agreement		10-Q	10.6	11/19/2014
Form of Stock Award Agreement		10-Q	10.7	11/19/2014
Form of Note - LG Capital Funding LLC		10-Q	10.8	11/19/2014
Form of Note - JSJ Investments Inc.		10-Q	10.9	11/19/2014
Form of SPA and 8% Convertible Redeemable Notes entered into between the Company and Adar Bays LLC.		8-K	10.1	02/17/2015
Form of Independent Contractor Agreement between the Company and Scherf Corporation		8-K	10.2	02/17/2015
Form of Services Agreement between the Company and Wheat Creative LLC		8-K	10.3	02/17/2015
Form of SPA and 8% Convertible Note - JSJ Investments Inc.		10-Q	10.10	08/19/2015
Form of SPA and 8% Convertible Note – St. George Investments LLC		10-Q	10.11	08/19/2015
Form of SPA and 8% Convertible Note – GW Holdings Group LLC		10-Q	10.12	08/19/2015
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X		31.1
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X		31.2
Certification of Principal Executive and Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act	X		32.1
Interactive Data files	X		101

11

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	EPOXY, INC.
Date: November 16, 2015	By:	/s/ David Gasparine
	Name:	David Gasparine
	Title:	Chief Executive Officer (Principal Executive Officer), Treasurer, (Principal Financial Officer) Secretary, and Director

12

EX-31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, David Gasparine, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Epoxy, Inc. for the period ended September 30, 2015;

(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 the 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: November 16, 2015	By:	/s/ David Gasparine
	Name:	David Gasparine
	Title:	Principal Executive Officer

EX-31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, David Gasparine, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Epoxy, Inc. for the period ended September 30, 2015;

(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 the 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: November 16, 2015	By:	/s/ David Gasparine
	Name:	David Gasparine
	Title:	Principal Financial Officer and Principal Accounting Officer

EX-32.1

EXHIBIT 32

Epoxy, Inc.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Epoxy, Inc.(the “Company”) on Form 10-Q for the quarterly period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Gasparine, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date:  November 16, 2015	By:	/s/ David Gasparine
	Name:	David Gasparine
	Title:	Principal Executive Officer, Principal Financial and Accounting Officer

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

XML

Fair Value Of Options Granted And Assumptions Used In Black-Scholes Model (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Fair Value Of Options Granted And Assumptions Used In Black-Scholes Model
Fair value of options granted	$ 0.021
Assumptions used:
Expected life (years) (a)	2
Risk free interest rate (b)	0.39%
Volatility (c)	261.00%
Dividend yield (d)	0.00%

XML

Subsequent Transactions (Details) - USD ($)	Oct. 13, 2015	Oct. 06, 2015
Subsequent Transactions
Authorized the issuance of Class B preferred shares to David Gasparine		1,000,000
Company received from an investor requesting the conversion of total	$ 12,000
Total shares of common stock	2,307,692

XML

Convertible note (CN# 5) (Details texuals) - USD ($)	Sep. 30, 2015	Jul. 29, 2015
Convertible note (CN# 5) Details texuals
Company entered into a convertible loan agreements with an investor (CN# 5)		$ 84,000
Rate of interest per annum on convertible note (CN# 5)		8.00%
Conversion price option on note equal to a percent of the lowest trading price of the Common Stock (CN# 5)		58.00%
Company received net proceeds of the note (CN# 5)		$ 75,000
Financing fees paid in respect of the back end note (CN# 5)		6,000
Legal fees paid in respect of the back end note (CN# 5)		$ 3,000
Outstanding principal balance under note (CN# 5)	$ 84,000

XML

Convertible notes (Details texuals)	9 Months Ended
	Sep. 30, 2015 USD ($)
Convertible notes Details texuals
Unamortized discount of note recorded as loss on extinguishment of debt	$ 79,103
Fair value of the derivative liabilities associated with the pre modification conversion option in these notes	591,496
The gain on extinguishment of liabilities	591,496
The net gain on extinguishment of liabilities	512,393
Amortization of the discounts associated with these notes	$ 37,599

XML

Derivative Liabilities (Details) - USD ($)	Aug. 03, 2015	Jul. 29, 2015	Jul. 14, 2015	Jun. 30, 2015	Jan. 13, 2015	Sep. 17, 2014	Aug. 22, 2014
Derivative Instruments
Face value of convertible notes				$ 125,000	$ 75,000	$ 100,000	$ 125,000
Debt instrument, interest rate					8.00%	10.00%	8.00%
Company at a conversion price equal to lowest trading price on the OTCQB exchange for twelve 12 and 20 prior trading days					52.00%	50.00%	52.00%
Company received net proceeds	$ 50,000	$ 75,000	$ 90,000
Total loan proceeds	$ 56,000	$ 84,000	$ 102,000
Interest rate per annum	8.00%	8.00%	8.00%
Financing fees	$ 3,500	$ 6,000	$ 10,000
Legal fees	$ 2,500	$ 3,000	$ 2,000
Company conversion price at a discount to the lowest trading prices for twenty (20) trading days	45.00%		45.00%
Company multiplied by the lowest intra-day trade price in the twenty (20) Trading Days		58.00%
Conversion Factor shall be reduced by all future Conversions		5.00%

XML

Shares Issued In Fiscal Year Ended December 31, 2014 (Details)	Sep. 30, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares	Oct. 24, 2014 USD ($) $ / shares shares	Sep. 30, 2014 USD ($) shares	Aug. 22, 2014 USD ($) $ / shares shares	Aug. 08, 2014 USD ($) shares	Apr. 30, 2014 USD ($) $ / shares shares
Shares Issued In Fiscal Year Ended December 31, 2014
Installment received from funding agreement							$ 100,000
Common stock, value, subscriptions							$ 28,000
Common stock, shares subscribed | shares							933,333
Shares issued, price per share | $ / shares			$ 0.0213		$ 0.02		$ 0.03
Term of warrant							2
Additional common stock shares issued | shares							93,333
Additional share price | $ / shares							$ 0.30
Stock issued during period, Restricted stock | shares				307,482		500,000
Financing costs						$ 15,000
Settlement of third party debt					$ 50,572
Stock issued during period, Shares | shares			3,500,000		2,528,600
Stock issued during period, Value			$ 74,550	$ 225,000	$ 83,192
Loss on debt settlement					$ 32,620
Percentage of capital				4.00%
Total shares issued and outstanding | shares	212,481,149	176,594,122
Stock award and stock option
Mr. Woywod director ,common shares issued | shares			500,000
Mr. Harney director ,common shares issued | shares			3,000,000
Granted incentive stock options | shares			500,000
Exercise price of option granted | $ / shares			$ 0.03
Stock options granted, Term			2
Stock Award
Company recorded stock based compensation expenses		$ 74,550
Company recognized stock-based compensation as consulting fees		9,832
Share Purchase Warrants
Intrinsic value of warrants	$ 0	$ 19,833

XML

Loans Payable

9 Months Ended

Sep. 30, 2015

Loans Payable {1}

Loans Payable

Note 4- Loans Payable

During the month of July 2014, the Company entered into two 5% one-year promissory notes for a total of $20,000.  At September 30, 2015, the Company is indebted to these unrelated third parties in the amount of $20,000 (December 31, 2014 - $20,000).

At September 30, 2015, the Company is indebted to two unrelated third parties for a total of $12,000 (December 31, 2014 - $12,000). The loans are non-interest bearing and due on demand after maturity. During the nine months ended September 30, 2015, the Company recorded imputed interest of $1,849 in respect of these loans.

XML

Fair Value Of Conversion Feature (Details)	Sep. 30, 2015 USD ($)
Fair Value Of Conversion Feature
Balance at December 31 2013	$ 23,790
Derivative addition associated with convertible notes	225,000
Recognition of derivative associated with tainted instruments	669,741
December 31 2014 loss on change in fair value	1,332,898
Balance at December 31 2014	2,251,429
Derivative additions associated with convertible notes	442,000
Extinguishment of derivative liabilities	(591,496)
Derivative liability reclassified as additional paid-in capital associated with conversion of debt	(1,133,681)
Loss on change in fair value during the period	(483,519)
Balance at September 30 2015	$ 484,733

XML

Convertible note (CN# 2) (Details) - USD ($)	Sep. 30, 2015	Apr. 22, 2015	Apr. 01, 2015	Mar. 26, 2015
Convertible note (CN# 2)
Original Principal Amount converted (CN# 2)		$ 43,225	$ 50,000	$ 6,775
Accrued interest payable converted (CN# 2)		$ 5,582	$ 0	$ 0
Conversion Price of note converted (CN# 2)		$ 0.0115000	$ 0.0115000	$ 0.0115167
Number of shares issued on conversion (CN# 2)		4,244,119	4,347,826	588,235
Total Original Principal Amount converted (CN# 2)	$ 100,000
Total Accrued interest payable converted (CN# 2)	$ 5,582
Total Number of shares issued on conversion (CN# 2)	9,180,180

XML

Convertible note (CN# 2) (Details texuals)	Sep. 17, 2014 USD ($) $ / shares
Convertible note (CN# 2) Details texuals
Company entered into a convertible loan agreements with an investor (CN# 2)	$ 100,000
Rate of interest per annum on convertible note (CN#2)	10.00%
Conversion price option on note equal to a percent of the lowest trading price of the Common Stock (CN# 2) | $ / shares	$ 0.5000
Company received net proceeds of the note (CN# 2)	$ 88,000
Financing fees paid in respect of the back end note (CN# 2)	10,500
Legal fees paid in respect of the back end note (CN# 2)	$ 2,000

XML

Commitments (Details) - USD ($)	Jun. 18, 2015	Mar. 16, 2015	Feb. 01, 2015	Jan. 15, 2015	Sep. 17, 2014	Aug. 22, 2014	Aug. 08, 2014
Commitments Details
C&T will receive fully paid and earned restricted shares of common stock							500,000
10% of amount for any equity or hybrid equity capital raised							$ 2,000,000
8% of amount for any equity or hybrid equity capital raised							5,000,000
6% of amount for any equity or hybrid equity capital raised							$ 5,000,000
Restricted shares equal to capital raised							4.00%
Company issued shares of common stock in consideration of financing costs					307,482		500,000
Company issued shares of common stock in consideration of financing costs value					$ 9,000		$ 15,000
Company raised under two convertible notes					$ 100,000	$ 125,000
Paid to C&T cash consideration as financing costs						$ 22,500
Receive compensation of the increase in the market cap				0.50%
Venture capital at rate				3.00%
Receive additional compensation in form of restricted shares of common stock				1,000,000
Restricted shares were issued	1,039,913
Total restricted common shares			200,000
Shares were issued upon completion of services rendered as compensation	200,000
Total lease per month plus utilities		$ 875
Security deposit		875
First month rent totaling upon signing of contract		$ 1,750

XML

Convertible note (CN# 3) (Details texuals) - USD ($)	Jan. 15, 2015	Jan. 13, 2015
Convertible note (CN# 3) Details texuals
Company entered into a convertible loan agreements with an investor and issued two convertible redeemable notes (CN# 3)		$ 150,000
Rate of interest per annum on convertible redeemable notes (CN# 3)		8.00%
First note principal amount (CN# 3)		$ 75,000
Second note principal amount (CN# 3)		$ 75,000
Conversion price option on note equal to a percent of the lowest trading price of the Common Stock (CN# 3)		52.00%
Company received net proceeds of the note (CN# 3)	$ 63,750
Financing fees paid in respect of the back end note (CN# 3)	7,500	$ 7,500
Legal fees paid in respect of the back end note (CN# 3)	$ 3,750	$ 3,750
In the event that the Company experiences a DTC "Chill" on its shares the conversion price shall be decreased to a percent		42.00%
Company may redeem the First Note at a percent in the first 90 days of the note		125.00%
Company may redeem the First Note at a percent after 90 days of the note		135.00%

XML

Convertible note (CN# 3) (Details) - USD ($)	Sep. 30, 2015	Sep. 16, 2015	Sep. 08, 2015	Aug. 27, 2015	Aug. 13, 2015	Jul. 23, 2015	Jul. 20, 2015
Convertible note (CN# 3)
Original Principal Amount converted (CN# 3)		$ 10,000	$ 7,000	$ 8,000	$ 7,000	$ 15,000	$ 5,000
Accrued interest payable converted (CN# 3)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Conversion Price of note converted (CN# 3)		$ 0.0052	$ 0.005252	$ 0.005772	$ 0.00832	$ 0.00936	$ 0.00936
Number of shares issued on conversion (CN# 3)		1,923,077	1,332,826	1,386,001	841,346	1,602,564	534,188
Total Original Principal Amount converted (CN# 3)	$ 52,000
Total Accrued interest payable converted (CN# 3)	$ 0
Total Number of shares issued on conversion (CN# 3)	7,620,002
Total Original Principal Amount (CN# 3)	$ 23,000
Total Accrued interest payable (CN# 3)	$ 3,772

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Measurements

Fair Value Measurements

Note 3- Fair Value Measurements

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

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2015 and December 31, 2014:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2015:
Liabilities
Derivative liabilities	$	-	$	-	$	484,733
As of December 31, 2014:
Liabilities
Derivative liabilities	$	-	$	-	$	2,251,429

XML

Convertible note (CN# 4) (Details texuals) - USD ($)	Sep. 30, 2015	Jul. 14, 2015
Convertible note (CN# 4) Details texuals
Company entered into a convertible loan agreements with an investor (CN# 4)		$ 102,000
Rate of interest per annum on convertible note (CN# 4)		8.00%
Conversion price option on note equal to a percent of the lowest trading price of the Common Stock (CN# 4)		45.00%
Company received net proceeds of the note (CN# 4)		$ 90,000
Financing fees paid in respect of the back end note (CN# 4)		10,000
Legal fees paid in respect of the back end note (CN# 4)		$ 2,000
Outstanding principal balance under note (CN# 4)	$ 102,000

XML

Share Purchase Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2015 $ / shares shares	Dec. 31, 2014 $ / shares shares
Share Purchase Warrants Details
Company issued warrant to acquire an additional shares of common stock		93,333
Company issued warrant to acquire an additional shares of common stock in years		2
Company issued warrant to acquire an additional shares of common stock at an exercise price | $ / shares		$ 0.30
Stock options exercise price | $ / shares	$ 0.03
Stock options number outstanding	500,000
Stock options weighted average remaining contractual life	1.05
Stock options number subject to exercise	500,000

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current
Cash	$ 142,847	$ 63,953
Accounts receivable	880	880
Prepaid expenses	3,420	0
Deferred financing costs	22,674	0
Total Current Assets	169,821	64,833
Vehicle	12,266	20,758
Trademark and Patent	7,695	7,695
Total Assets	189,782	93,286
Current
Accounts payable and accrued liabilities	112,664	104,213
Loans payable	32,000	32,000
Derivative liabilities	484,733	2,251,429
Convertible notes, net of unamortized discounts	203,838	105,067
Total Current Liabilities	833,235	2,492,709
Total Liabilities	$ 833,235	$ 2,492,709
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.00001 par value; Authorized: 35,000,000 Series A Preferred shares, 25,080,985 issued and outstanding as of September 30, 2015 and December 31, 2014	251	251
Preferred Stock, $0.00001 par value; Authorized: 15,000,000 Series B Preferred shares, no shares issued and outstanding as of September 30, 2015 and December 31, 2014	0	0
Common Stock, $0.00001 par value;authorized: 480,000,000 shares, 212,481,149 and 176,594,122 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	$ 2,125	$ 1,766
Additional paid-in capital	1,424,763	(168,477)
Accumulated deficit	(2,070,592)	(2,232,963)
Total Stockholders' Deficit	(643,453)	(2,399,423)
Total Liabilities and Stockholders' Deficit	$ 189,782	$ 93,286

XML

Related Party Transactions (Details) - USD ($)	Oct. 01, 2015	Sep. 30, 2015	Jan. 31, 2015	Sep. 30, 2014	Aug. 28, 2014
Related Party Transaction Details
Base salary for management services to Mr. Gasparine					$ 36,000
Increase in salary for management services to Mr. Gasparine	$ 72,000		$ 57,600
Company paid to Mr. Gasparine an amount		$ 43,200		$ 31,286

XML

Description of business and basis of presentation

9 Months Ended

Sep. 30, 2015

Description of business and basis of presentation

Description of business and basis of presentation

Note 1 – Description of business and basis of presentation

Organization and nature of business

Epoxy, Inc. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp.

On August 1, 2014, the Company’s name changed from NeoHydro Technologies Corp. to Epoxy, Inc.  in furtherance of actions taken on May 23, 2014, when the Board of Directors of the Company (the “Board”) approved, and recommended to the Majority Stockholders that they approve the name change. On May 27, 2014, the Majority Stockholders approved the name change by written consent in lieu of a meeting, in accordance with Nevada law. On August 4, 2014, the Company submitted the name change to FINRA for their review and approval, as well as the approval of a symbol change from NHYT to EPXY.   The Company filed an amendment to our Articles of Incorporation with the Secretary of State of Nevada changing our name to Epoxy, Inc. effective on August 1, 2014.

The Company, through its wholly owned subsidiary, Couponz, Inc., is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers.

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 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.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the nine month period ended September 30, 2015, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission on April 15, 2015.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation

XML

Shares Issued In Current Period (Details Textuals 1) - USD ($)	Jun. 08, 2015	Jun. 02, 2015	May. 21, 2015	May. 07, 2015	Apr. 29, 2015	Apr. 22, 2015	Apr. 17, 2015	Apr. 01, 2015	Mar. 26, 2015	Feb. 27, 2015
Shares Issued In Current Period
Shares issued conversion price	$ 0.014144	$ 0.0141445	$ 0.0130000	$ 0.0130000	$ 0.0208000	$ 0.0115000	$ 0.0239200	$ 0.0115000	$ 0.0115167	$ 0.036452
Number of shares issued	2,097,405	1,875,620	2,035,616	2,029,715	1,013,171	4,244,119	659,114	4,347,826	588,235	1,141,587
Amount of Convertible debt	$ 29,666	$ 26,530	$ 26,463	$ 26,386	$ 21,074	$ 48,807	$ 15,766	$ 50,000	$ 6,775	$ 41,613

XML

Loans Payable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Jul. 31, 2014
Loans Payable Details
Interest rate of promissory notes			5.00%
Duration of promissory notes			1
Promissory notes			$ 20,000
Unrelated Third Parties notes	$ 20,000	$ 20,000
Two unrelated third parties notes	12,000	$ 12,000
Imputed interest	$ 1,849

XML

Shares Issued In Current Period (Details Textuals 2) - USD ($)	Sep. 30, 2015	Sep. 16, 2015	Sep. 08, 2015	Aug. 27, 2015	Aug. 13, 2015	Jul. 23, 2015	Jul. 20, 2015	Jul. 07, 2015	Jun. 29, 2015	Jun. 18, 2015
Shares Issued In Current Period {1}
Shares issued conversion price	$ 0.0052	$ 0.005252	$ 0.005772	$ 0.00832	$ 0.00936	$ 0.00936	$ 0.00936	$ 0.01456	$ 0.033	$ 0.014144
Number of shares issued	1,923,077	1,332,826	1,386,001	841,346	1,602,564	4,171,103	2,088,197	1,269,592	1,239,913	2,097,405
Amount of Convertible debt	$ 10,000	$ 7,000	$ 8,000	$ 7,000	$ 15,000	$ 39,041	$ 19,546	$ 18,485	$ 40,917	$ 29,666
Total Number of shares issued	35,887,027
Total Amount of Convertible debt	$ 458,069

XML

Convertible notes issued (Details) - USD ($)	Sep. 30, 2015	Jul. 16, 2015	Aug. 01, 2014	Nov. 27, 2012
Convertible notes issued
Company entered into certain convertible loan agreements with four investors and received a total amount				$ 125,000
These notes bears interest at a rate per annum and is payable quarterly				10.00%
Notes conversion price per share				$ 0.0005
Company recognized the intrinsic value of the embedded beneficial conversion feature				$ 125,000
Originally available shares of common stock for conversion before the amendement at a conversion price of 0.0005			250,000,000
Available shares of common stock for conversion after the amendement at a conversion price of 0.005			25,000,000
Company amended the terms of the certain convertible loan agreements with four investors for a total		$ 125,000
The carrying values of the convertible debenture	$ 125,000
The carrying values of the accrued convertible interest	$ 9,349

XML

Going Concern

9 Months Ended

Sep. 30, 2015

Going Concern

Going Concern

Note 2 – Going Concern

For the nine months ended September 30, 2015, the Company used net cash in operations of $306,106. In addition, the Company had a working capital deficit as of September 30, 2015. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2015 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

XML

CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Parenthetical
Preferred stock, par value	$ 0.00001	$ 0.00001
Series A Preferred shares authorized	35,000,000	35,000,000
Series A Preferred shares issued	25,080,985	25,080,985
Series A Preferred shares outstanding	25,080,985	25,080,985
Series B Preferred shares authorized	15,000,000	15,000,000
Common stock par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	480,000,000	480,000,000
Common stock, shares issued	212,481,149	176,594,122
Common stock shares outstanding	212,481,149	176,594,122

XML

Convertible Notes (Tables)

9 Months Ended

Sep. 30, 2015

Convertible Notes (Tables):

Carrying value of certain convertible notes is as follows

The carrying value of certain convertible notes is as follows:

	August 1, 2014 Recalculation			December 31,  2014			September 30, 2015
Face value of certain convertible notes	$	125,000		$	125,000		$	125,000
Less: unamortized discount		(125,000	)		(116,702	)		-
Carrying value	$	-			8,298		$	125,000

Issuance of shares in respect of Conversion Notices

The following table reflects the issuance of 17,846,932 shares in respect of Conversion Notices received for a total of $250,000 in principal and $9,570 in accrued interest from CN#1 during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
February 27, 2015		40,000		1,613		0.0364520		1,141,587
April 17, 2015		15,000		766		0.0239200		659,114
April 29, 2015		20,000		1,074		0.0208000		1,013,171
May 7, 2015		25,000		1,386		0.0130000		2,029,715
May 21, 2015		25,000		1,463		0.0130000		2,035,616
June 2, 2015		25,983		547		0.0141445		1,875,620
June 8, 2015		29,017		649		0.0141440		2,097,405
June 29, 2015		18,000		485		0.0145600		1,269,592
July 7, 2015		19,000		546		0.00936		2,088,197
July 20, 2015		33,000		1,041		0.00936		3,636,915
Total		250,000		9,570				17,846,932

Issuance of shares in respect of Conversion Notices received for total

The following table reflects the details of the issuance of 9,180,180 shares in respect of Conversion Notices received for a total of $100,000 in principal and $5,582 in accrued interest from CN#2 during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
March 26, 2015		6,775		-		0.0115167		588,235
April 1, 2015		50,000		-		0.0115000		4,347,826
April 22, 2015		43,225		5,582		0.0115000		4,244,119
Total		100,000		5,582				9,180,180

The following table reflects the issuance of shares in respect of Conversion Notices

The following table reflects the issuance of 7,620,002 shares in respect of Conversion Notices received for a total of $52,000 in principal during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
July 20, 2015		5,000		-		0.00936		534,188
July 23, 2015		15,000		-		0.00936		1,602,564
August 13, 2015		7,000		-		0.00832		841,346
August 27, 2015		8,000		-		0.005772		1,386,001
September 8, 2015		7,000		-		0.005252		1,332,826
September 16, 2015		10,000		-		0.0052		1,923,077
Total		52,000		-				7,620,002

The carrying value of certain convertible notes are as follows

The carrying value of certain convertible notes (CN#1, CN#2 and CN#3) are as follows

	CN#1			CN#2			CN#3			Total
Carrying value, December 31, 2013	$	-		$	-		$	-		$	-
Add: Face value of certain convertible notes		125,000			100,000			-			225,000
Less: unamortized discount		(79,860	)		(48,371	)					(128,231	)
Carrying value, December 31, 2014		45,140			51,629			-			96,769
Add: Face value of certain convertible notes		125,000			-			75,000			200,000
Total Face value of certain convertible notes		250,000			100,000			75,000			425,000
Less: converted face value to shares		(250,000	)		(100,000	)		(52,000	)		(402,000	)
Less: unamortized discount		-			-			(11,052	)		(11,052	)
Carrying value, September 30, 2015	$	-			-		$	11,948			11,948

The carrying value of certain convertible notes (CN#4 CN#5 and CN#6) are as follows

	CN#4			CN#5			CN#6			Total
Carrying value, December 31, 2014	$	-		$	-		$	-		$	-
Add: Face value of certain convertible notes		102,000			84,000			56,000			242,000
Total Face value of certain convertible notes		102,000			84,000			56,000			242,000
Less: converted face value to shares		-			-			-			-
Less: unamortized discount		(58,443	)		(69,541	)		(47,126	)		(175,110	)
Carrying value, September 30, 2015	$	43,557			14,459		$	8,874		$	66,890

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document and Entity Information:
Entity Registrant Name	Epoxy, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Trading Symbol	epxy
Amendment Flag	false
Entity Central Index Key	0001428816
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		214,788,841
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	Q3

XML

Common Stock and Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2015

Common Stock and Stock-Based Compensation (Tables):

Shares issued in current period ended September 30, 2015:

Shares issued in current period ended September 30, 2015:

Issuances Date		Conversion Price/FMV ($)		Number of shares issued		Amount ($)
February 27, 2015	Conversion of debt		0.0364520		1,141,587		41,613
March 26, 2015	Conversion of debt		0.0115167		588,235		6,775
April 1, 2015	Conversion of debt		0.0115000		4,347,826		50,000
April 17, 2015	Conversion of debt		0.0239200		659,114		15,766
April 22, 2015	Conversion of debt		0.0115000		4,244,119		48,807
April 29, 2015	Conversion of debt		0.0208000		1,013,171		21,074
May 7, 2015	Conversion of debt		0.0130000		2,029,715		26,386
May 21, 2015	Conversion of debt		0.0130000		2,035,616		26,463
June 2, 2015	Conversion of debt		0.0141445		1,875,620		26,530
June 8, 2015	Conversion of debt		0.0141440		2,097,405		29,666
June 18, 2015	Services rendered		0.0330000		1,239,913		40,917
June 29, 2015	Conversion of debt		0.0145600		1,269,592		18,485
July 7, 2015	Conversion of debt		0.00936		2,088,197		19,546
July 20, 2015	Conversion of debt		0.00936		4,171,103		39,041
July 23, 2015	Conversion of debt		0.00936		1,602,564		15,000
August 13, 2015	Conversion of debt		0.00832		841,346		7,000
August 27, 2015	Conversion of debt		0.005772		1,386,001		8,000
September 8, 2015	Conversion of debt		0.005252		1,332,826		7,000
September 16, 2015	Conversion of debt		0.0052		1,923,077		10,000
Total					35,887,027		458,069

The following tables summarize the information concerning stock options outstanding

Stock Option

The following tables summarize the information concerning stock options outstanding as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
	Shares	Weighted Average Exercise Price $		Shares	Weighted Average Exercise Price $
Outstanding at beginning of the year	500,000		0.03	-		-
Granted	-		-	500,000		0.03
Exercised	-		-	-		-
Expired or cancelled	-		-	-		-
Outstanding at the period	500,000		0.03	500,000		0.03

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Subject to Exercise
$	0.03		500,000		1.05	500,000

The following table presents the range of the weighted average fair value of options granted

The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the year ended December 31, 2014:

	Options Granted
	October 17, 2014
Fair value of options granted	$	0.021
Assumptions used:
Expected life (years) (a)		2
Risk free interest rate (b)		0.39	%
Volatility (c)		261	%
Dividend yield (d)		0.00	%

Share Purchase Warrants

During the year ended December 31, 2014 the Company issued a 2-year warrant entitling the holders to acquire an additional 93,333 shares of common stock at an exercise price of $0.30 per share.

As September 30, 2015 and December 31, 2014, the following share purchase warrants were outstanding:

	Warrants		Weighted Average Exercise Price
Outstanding - December 31, 2013		856,667		0.12
Granted		93,333		0.30
Forfeited/Canceled/Expired		-		-
Exercised		-		-
Outstanding – December 31, 2014		950,000		0.14
Forfeited/Canceled/Expired		616,667		0.05
Exercised		-		-
Outstanding – September 30, 2015		333,333		0.3
Exercisable – September 30, 2015		333,333		0.26

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue
Revenue	$ 9,370	$ 10,632	$ 25,015	$ 18,366
Operating Expenses
Depreciation	2,831	0	8,492	0
General and administrative expenses	110,267	74,922	368,073	158,609
Total operating expenses	113,098	74,922	376,565	158,609
Loss from operations	(103,728)	(64,290)	(351,550)	(140,243)
Other Income (Expenses):
Gain (loss) on change in fair value of derivative liabilities	162,548	198,268	483,519	181,541
Gain (loss) on debt settlement	512,393	(120,804)	512,393	(120,804)
Interest expenses	(162,802)	(88,371)	(481,991)	(112,478)
Total other income (expenses)	512,139	(10,907)	513,921	(51,741)
Net income (loss)	$ 408,411	$ (75,197)	$ 162,371	$ (191,984)
Net income (loss) per share - basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Net income (loss) per share - diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average shares outstanding - basic	207,239,198	171,206,155	189,687,332	169,835,793
Weighted average shares outstanding - diluted	285,985,419	171,206,155	268,433,552	169,835,793

XML

Derivative Liabilities

9 Months Ended

Sep. 30, 2015

Derivative Liabilities:

Derivative Liabilities

Note 7 - Derivative Liabilities

(1)   Derivative liabilities from convertible notes

On August 22, 2014, the Company entered into a convertible loan agreementwith an investor (the “CN#1”) see below which the Company concluded that these are tainted due to the variable conversion rate of the below convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

On August 22, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#1”). The Company received a total of $125,000 which bears interest at 8% per annum and is due on August 22, 2015.  During the period ended June 30, 2015 the Company further received a total of $125,000 in respect to the backend note from CN#1. Interest shall accrue from the advancement date and shall be payable on August 22, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.

On September 17, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#2). The Company received a total of $100,000 which bears interest at 10% per annum and is due on April 16, 2015. Interest shall accrue from the advancement date and shall be payable on April 16, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.

On January 13, 2015, the Company entered into a convertible loan agreements with an investor (the “CN#3”). The Company received a total of $75,000 which bears interest at 8% per annum and is due on January 13, 2016. Interest shall accrue from the advancement date and shall be payable on August 22, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.

On July 14, 2015, the Company entered into a convertible loan agreement with an investor (the “CN#4”). The Company received net proceeds totaling $90,000 from total loan proceeds of $102,000, which bears interest at 8% per annum and is due on January 14, 2016. Financing fees of $10,000 and legal fees of $2,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

On July 29, 2015 the Company entered into a convertible loan agreement with an investor (the “CN#5”). The Company received cash proceeds of $75,000 from total loan proceeds of $84,000 which bears interest at 8% per annum and is due on July 29, 2016.  An original issue discount of $6,000 and legal fees of $3,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity.  Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at 58% multiplied by the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 5% for all future Conversions.

On August 3, 2015, the Company entered into a convertible loan agreement with an investor (the “CN#6). The Company received net proceeds totaling $50,000 from total loan proceeds of $56,000, which bears interest at 8% per annum and is due on August 3, 2016. Financing fees of $3,500 and legal fees of $2,500 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex derivate instruments.

(2)   Derivative liabilities from share purchase warrants

On August 22, 2014, the Company entered into a convertible loan agreementwith an investor (the “CN#1”) see above (2) which the Company concluded that these are tainted due to the variable conversion rate of the share purchase warrants (ref Note 10) and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

As a result of the application of ASC No. 815 in period ended September 30, 2015 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2013	$	23,790
Derivative addition associated with convertible notes		225,000
Recognition of derivative associated with tainted instruments		669,741
December 31, 2014 loss on change in fair value		1,332,898
Balance at December 31, 2014		2,251,429
Derivative additions associated with convertible notes		442,000
Extinguishment of derivative liabilities		(591,496	)
Derivative liability reclassified as additional paid-in capital associated with conversion of debt		(1,133,681	)
Loss on change in fair value during the period		(483,519	)
Balance at September 30, 2015	$	484,733

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2015 and commitment date:

	Commitment Date			December 31, 2014			September 30, 2015
Expected dividends		0			0		0
Expected volatility	196.14 ~ 219.26		%	192.59		%	219.13	%
Expect term	0.59 ~ 1 years			0.29~0.64 years			0.55~0.66
Risk free interest rate	0.10~0.19		%		0.12	%	0.11	%

XML

Common Stock and Stock-Based Compensation

9 Months Ended

Sep. 30, 2015

Common Stock and Stock-Based Compensation

Common Stock and Stock-Based Compensation

Note 6 – Common Stock and Stock-Based Compensation

Common stock

Shares issued in current period ended September 30, 2015:

Issuances Date		Conversion Price/FMV ($)		Number of shares issued		Amount ($)
February 27, 2015	Conversion of debt		0.0364520		1,141,587		41,613
March 26, 2015	Conversion of debt		0.0115167		588,235		6,775
April 1, 2015	Conversion of debt		0.0115000		4,347,826		50,000
April 17, 2015	Conversion of debt		0.0239200		659,114		15,766
April 22, 2015	Conversion of debt		0.0115000		4,244,119		48,807
April 29, 2015	Conversion of debt		0.0208000		1,013,171		21,074
May 7, 2015	Conversion of debt		0.0130000		2,029,715		26,386
May 21, 2015	Conversion of debt		0.0130000		2,035,616		26,463
June 2, 2015	Conversion of debt		0.0141445		1,875,620		26,530
June 8, 2015	Conversion of debt		0.0141440		2,097,405		29,666
June 18, 2015	Services rendered		0.0330000		1,239,913		40,917
June 29, 2015	Conversion of debt		0.0145600		1,269,592		18,485
July 7, 2015	Conversion of debt		0.00936		2,088,197		19,546
July 20, 2015	Conversion of debt		0.00936		4,171,103		39,041
July 23, 2015	Conversion of debt		0.00936		1,602,564		15,000
August 13, 2015	Conversion of debt		0.00832		841,346		7,000
August 27, 2015	Conversion of debt		0.005772		1,386,001		8,000
September 8, 2015	Conversion of debt		0.005252		1,332,826		7,000
September 16, 2015	Conversion of debt		0.0052		1,923,077		10,000
Total					35,887,027		458,069

Shares issued in the fiscal year ended December 31, 2014

On April 30, 2014, the Company received the final $28,000 installment in respect of a funding agreement entered into on June 17, 2013 (ref: Note 10) for a total of $100,000.  The Company accepted a subscription for 933,333 shares of common stock at $0.03 per share for cash proceeds of $28,000 and the Company also agreed to issue a 2-year warrant entitling the holder to acquire an additional 93,333 and shares of common stock at an exercise price of $0.30 per share.

On August 8, 2014 the Company agreed to issue 500,000 fully paid for and earned restricted shares of the Company’s common stock under an agent agreement with Carter, Terry & Company (“C&T”). The Company recorded $15,000 as financing costs, which was the fair market value of the shares on the agreement date.

On August 22, 2014, the Company settled certain unrelated third party debt in the amount of $50,572 by way of the issuance of 2,528,600 shares of the Company’s common stock at $0.02 per share with a fair value of $83,192.The Company recognized loss on the debt settlement in the amount of $32,620.

During the period ended September 30, 2014 the Company agreed to issue a total of 307,482 restricted shares of the Company’s common stock under an agent agreement with C&T, which equal to the 4% of $225,000 capital raised divided by the closing price of the stock on the date of close.

On October 17, 2014, the Company issued 3,500,000 shares of the Company’s common stock at $0.0213 per share with a fair value of $74,550 as stock awards to officers and directors of the Company.

As of September 30, 2015 and December 31, 2014, there were a total of 212,481,149 and 176,594,122 shares issued and outstanding, respectively.

Stock award and stock option

On October 17, 2014 the Company’s Board of Directors approved a 2014 Stock Option and Award Plan. Under the Stock Option and Award Plan, the Company awarded Mr. Woywod, director of the Company, 500,000 common shares and Mr. Harney, director of the Company, 3,000,000 common shares, all of which were fully vested on the date of issue.  The Company also granted Mr. Woywod 500,000 incentive stock options at an exercise price of $0.03 per share for a term of 2 years form the date of grant, which options also vested immediately.

Stock Award

As a result of the stock awards granted, the Company recorded stock based compensation expenses totaling $74,550 as consulting fees during the year ended December 31, 2014.

Stock Option

The following tables summarize the information concerning stock options outstanding as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
	Shares	Weighted Average Exercise Price $		Shares	Weighted Average Exercise Price $
Outstanding at beginning of the year	500,000		0.03	-		-
Granted	-		-	500,000		0.03
Exercised	-		-	-		-
Expired or cancelled	-		-	-		-
Outstanding at the period	500,000		0.03	500,000		0.03

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Subject to Exercise
$	0.03		500,000		1.05	500,000

The Company recognized stock-based compensation of $9,832 as consulting fees during the year ended December 31, 2014 in respect of the aforementioned stock option.

Valuation Assumptions

The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the year ended December 31, 2014:

	Options Granted
	October 17, 2014
Fair value of options granted	$	0.021
Assumptions used:
Expected life (years) (a)		2
Risk free interest rate (b)		0.39	%
Volatility (c)		261	%
Dividend yield (d)		0.00	%

a)	Expected life: The expected term of options granted is determined using the “shortcut” method allowed by SAB No.107. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term.
b)	Risk-free interest rate: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options.
c)	Volatility: The expected volatility of the Company’s common stock is calculated by using the historical daily volatility of the Company’s stock price calculated over a period of time representative of the expected life of the options.
d)	Dividend yield: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock.

Share Purchase Warrants

During the year ended December 31, 2014 the Company issued a 2-year warrant entitling the holders to acquire an additional 93,333 shares of common stock at an exercise price of $0.30 per share.

As September 30, 2015 and December 31, 2014, the following share purchase warrants were outstanding:

	Warrants		Weighted Average Exercise Price
Outstanding - December 31, 2013		856,667		0.12
Granted		93,333		0.30
Forfeited/Canceled/Expired		-		-
Exercised		-		-
Outstanding – December 31, 2014		950,000		0.14
Forfeited/Canceled/Expired		616,667		0.05
Exercised		-		-
Outstanding – September 30, 2015		333,333		0.3
Exercisable – September 30, 2015		333,333		0.26

The intrinsic value of these warrants was $0 and $19,833 at September 30, 2015 and December 31, 2014.

XML

The carrying value of certain convertible notes (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Aug. 01, 2014
The carrying value of certain convertible notes
Face value of certain convertible notes	$ 125,000	$ 125,000	$ 125,000
Less: unamortized discount		(116,702)	$ (125,000)
Carrying value	$ 125,000	$ 8,298

XML

Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2015

Derivative Liabilities (Tables)

The fair value at the commitment and re-measurement

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2015 and commitment date:

	Commitment Date			December 31, 2014			September 30, 2015
Expected dividends		0			0		0
Expected volatility	196.14 ~ 219.26		%	192.59		%	219.13	%
Expect term	0.59 ~ 1 years			0.29~0.64 years			0.55~0.66
Risk free interest rate	0.10~0.19		%		0.12	%	0.11	%

The fair value of the conversion feature is summarized as follows

As a result of the application of ASC No. 815 in period ended September 30, 2015 the fair value of the conversion feature is summarized as follows:

Balance at December 31, 2013	$	23,790
Derivative addition associated with convertible notes		225,000
Recognition of derivative associated with tainted instruments		669,741
December 31, 2014 loss on change in fair value		1,332,898
Balance at December 31, 2014		2,251,429
Derivative additions associated with convertible notes		442,000
Extinguishment of derivative liabilities		(591,496	)
Derivative liability reclassified as additional paid-in capital associated with conversion of debt		(1,133,681	)
Loss on change in fair value during the period		(483,519	)
Balance at September 30, 2015	$	484,733

XML

Subsequent Events

9 Months Ended

Sep. 30, 2015

Subsequent Events:

Subsequent Events

Note 10 – Subsequent events

On October 6, 2015, the Board of Directors authorized the issuance of 1,000,000 Class B preferred shares to David Gasparine, the CEO, for services rendered to the corporation.  The shares which will be issued to David Gasparine Corporation are not registered under the Securities Act. These shares will be issued relying upon the exemption from the registration requirements provided under Sections 4(a) or 3(b) of the Securities Act.

On October 13, 2015 the Company received conversion notices from an investor requesting the conversion of a total of $12,000 in principal by way of issuance of a total of 2,307,692 shares of common stock.

XML

Commitments

9 Months Ended

Sep. 30, 2015

Commitments:

Commitments

Note 8 - Commitments

(1)   Agency Agreement with Cater, Terry & Company

On August 8, 2014 the Company entered into an Agency Agreement (the “Agreement”) with Carter, Terry & Company (“C&T”) where under C&T will act as the Company’s exclusive Financial Advisor, Investment Bank and Placement Agent, on a "best efforts" basis for an initial period of 30 days, and then reverting to a non-exclusive financial advisor for the next twelve consecutive (12) months.  Under the terms of the Agreement, C&T will receive 500,000, fully paid for and earned restricted shares of the Company’s common stock. In addition, in respect of any introductions those results in financing for the Company C&T shall receive fees as follows:

a.	10% of the amount for any equity or hybrid equity capital raised up to $2,000,000
b.	8% of the amount for any equity or hybrid equity capital raised up to $5,000,000
c.	6% of the amount for any equity or hybrid equity capital raised over $5,000,000

And;
	an amount of restricted shares equal to 4% of capital raised divided by the closing price of the stock on the date of close.

On August 8, 2014, the Company issued 500,000 shares of the Company’s common stock in consideration of $15,000 as financing costs pursuant the Agreement.

On August 22, 2014 and September 17, 2014 the Company raised $125,000 and $100,000, respectively, under two convertible notes (CN#1 and CN#2) and paid to C&T cash consideration of $22,500 as financing costs and issued 307,482 shares of the Company’s common stock in consideration of $9,000 as financing costs.

During the nine month ended September 30, 2015 the Company raised $125,000 and $75,000, respectively, under two convertible notes (CN#1 and CN#3) and paid to C&T cash consideration of $20,000 as deferred financing costs.

During the nine month ended September 30, 2015 the Company raised $102,000 and $56,000, respectively, under two convertible notes (CN#4 and CN#6) and paid to C&T cash consideration of $13,500 as deferred financing costs.

(2)   Independent Contractor Agreement with Sherf Corporation

On January 15, 2015, the Company entered into an Independent Contractor Agreement (the “Agreement”) with Scherf Corporation (“Scherf”) of Las Vegas, Nevada for the provision of public relations services to the Company for an initial term of one year, expiring on December 31, 2015, with an option to renew for successive one (1) year terms upon mutual agreement of both parties.

Under the terms of the Agreement Scherf will provide communications with shareholders, drafting and placing press announcements and articles pertaining to the Company’s business and introduction to venture capital firms, hedge funds and other potential investors. In consideration for services provided, exclusive of venture capital introduction) Scherf shall receive compensation equal to 0.5% of the increase in the market cap of the Company from one fiscal quarter to the next.  The compensation shall be paid in the form of common shares of the Company determined by the average closing price of the Company’s common stock over the last ten trading days of the fiscal quarter to be compensated for. Such compensation shall be paid within fifteen (15) days of the close of each fiscal quarter.  Further the Company shall compensate Scherf for all venture capital introduction ate a rate of 3% of any and all funds received as investments by any venture capital, hedge fund or other investor introduced by Scherf. The compensation shall be paid in the form of common shares of the Company determined by the average closing price of the Company’s common stock over the last ten trading days of the fiscal quarter to be compensated for. Such compensation shall be paid within fifteen (15) days of the close of each fiscal quarter.

Further by resolution of the Board it was determined that Scherf shall receive additional compensation in the form of 1,000,000 restricted shares of the Company’s common stock as consideration for the translation of the Company’s website, and mobile application into German.  On June 18, 2015, 1,039,913 restricted shares were issued in respect of the translation services provided and the quarterly compensation for the period ended March 31, 2015 as required under the terms of the agreement.  During the period ended June 30, 2015 the contract with Scherf was terminated by mutual agreement of the parties thereto.

s

(3)   Service Agreement with Wheat Creative LLC

On February 1, 2015 the Company entered into a Services Agreement (the “Agreement”) with Wheat Creative LLC (the “Consultant”), a Nevada Limited Liability Company.   Under the terms of the Agreement, the Consultant shall be engaged to redesign the Company’s mobile app for both iOS and Android.  As consideration for services rendered, the Consultant shall receive a total of 200,000 shares of the Company’s restricted common shares, deliverable upon completion and delivery of the redesign of the Company’s mobile app for both iOS and Android. On June 18, 2015, 200,000 shares were issued upon completion of services rendered as compensation.

(4)   Office Lease

On March 16, 2015 the Company entered into a six month lease commencing April 1, 2015 with certain other third parties in respect of a shared office and residential premises located in San Diego, California.   The Company’s obligation under the terms of the lease is a total of $875 per month plus utilities.  The Company paid a security deposit of $875 and the first month’s rent totaling $1,750 upon signing of the contract.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions:

Related Party Transactions

Note 9 – Related Party Transactions

On August 28, 2014, the Company entered into an employment agreement with David Gasparine, president of the Company, for management services. The employment agreement became effective as of September 1, 2014. Under the employment agreement, the base salary is of $36,000 per annum, paid monthly. The amount of base salary shall be determined by the Board of Directors and may be increased, but not decreased, from time to time by the Board of Directors of the Company. In addition to the base salary, Mr. Gasparine shall be eligible for periodic bonuses in amounts to be determined by the Board of Directors.  In January 2015 the board agreed to increase Mr. Gasparine’s salary to $57,600 per year, with a further salary increase to $72,000 per annum effective October 1, 2015.

During the nine month period ended September 30, 2015, the Company paid $43,200 to Mr. Gasparine (September 30, 2014 - $31,286).

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Measurements (Tables):

Fair Value Measurements (Tables)

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2015 and December 31, 2014:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2015:
Liabilities
Derivative liabilities	$	-	$	-	$	484,733
As of December 31, 2014:
Liabilities
Derivative liabilities	$	-	$	-	$	2,251,429

XML

Convertible note (CN# 6) (Details texuals) - USD ($)	Sep. 30, 2015	Aug. 03, 2015
Convertible note (CN# 6) Details texuals
Company entered into a convertible loan agreements with an investor (CN# 6)		$ 56,000
Rate of interest per annum on convertible note (CN# 6)		8.00%
Conversion price option on note equal to a percent of the lowest trading price of the Common Stock (CN# 6)		45.00%
Company received net proceeds of the note (CN# 6)		$ 50,000
Financing fees paid in respect of the back end note (CN# 6)		3,500
Legal fees paid in respect of the back end note (CN# 6)		$ 2,500
Outstanding principal balance under note (CN# 6)	$ 56,000

XML

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Level 1 Liabilities
Level 1 Derivative liabilities	$ 0
Level 2 Liabilities
Level 2 Derivative liabilities	0
Level 3 Liabilities
Level 3 Derivative liabilities	$ 484,733	$ 2,251,429

XML

Convertible note (CN#1) (Details texuals) - USD ($)	Feb. 26, 2015	Jan. 15, 2015	Aug. 22, 2014
Convertible note (CN#1) Details texuals
Company entered into a convertible loan agreements with an investor and issued two convertible redeemable notes (CN#1)			$ 250,000
Rate of interest per annum on convertible redeemable notes (CN#1)			8.00%
First note principal amount			$ 125,000
Second note principal amount			$ 125,000
Conversion price option on note equal to a percent of the lowest trading price of the Common Stock (CN#1)			52.00%
Company received net proceeds of the note (CN#1)	$ 42,500	$ 63,750	$ 106,250
Financing fees paid in respect of the back end note (CN#1)		12,500	12,500
Legal fees paid in respect of the back end note (CN#1)		$ 6,250	$ 6,250

XML

Share Purchase Warrants Outstanding (Details) {Stockholder Equity} - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Warrants
Warrants Outstanding		856,667
Warrants Granted		93,333
Warrants Forfeited/Canceled/Expired		0
Warrants Exercised		0
Warrants Outstanding		950,000
Warrants Forfeited/Canceled/Expired	616,667
Warrants Exercised	0
Warrants Outstanding	333,333
Warrants Exercisable	333,333
Weighted Average Exercise Price.
Warrants Outstanding		0.12
Warrants Granted		0.3
Warrants Outstanding		0.14
Warrants Forfeited/Canceled/Expired	0.05
Warrants Outstanding	0.3
Warrants Exercisable	0.26

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from Operating Activities
Net loss	$ 162,371	$ (191,984)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation	8,492	0
Share issuance for financing costs	0	24,000
Share issuance for services	40,917	0
Loss on extinguishment of debt	(512,393)	88,185
Los on debt settlement	0	32,619
(Gain) loss on change in fair value of derivative liabilities	(483,519)	(181,541)
Amortization of discounts on convertible notes	423,447	42,287
Amortization of deferred financing costs	34,326	0
Imputed interest	1,849	3,905
Foreign exchange in loan payable	0	(1,001)
Changes in operating assets and liabilities:
Accounts receivables	0	1,450
Prepaid expenses	(3,420)	0
Accrued expenses	18,823	0
Accounts payable	3,001	10,851
Net cash used in operating activities	(306,106)	(171,229)
Cash flows from Financing Activities
Proceeds from sale of common stock	0	28,000
Proceeds from convertible notes	442,000	225,000
Deferred financing costs	(57,000)	0
Proceeds from loan payable	0	20,000
Net cash provided by financing activities	385,000	273,000
Net decrease in cash during the period	78,894	101,771
Cash, beginning of period	63,953	30,467
Cash, end of period	142,847	132,238
Cash paid for:
Interest	0	2,986
Income taxes	0	0
Supplemental non-cash investing activities:
Shares and warrants reclassified as derivative liability	0	40,517
Debt discount on convertible debt due to beneficial conversion feature	0	125,000
Debt discount due to derivative	0	219,500
Derivative liability due to tainting of amended convertible notes	$ 0	$ 769,729
Shares issued for the settlement of debt	0	83,192
Debt principal converted to shares	402,000	0
Accrued interest converted to shares	15,152	0
Derivative liability reclassified as additional paid-in capital	$ 1,133,681	$ 0
Derivative liability - debt discount	$ 442,000	$ 0

XML

Convertible Notes

9 Months Ended

Sep. 30, 2015

Convertible Notes

Convertible Notes

Note 5- Convertible Notes

(1)   Convertible notes originally due on November 27, 2015:

On November 27, 2012, the Company entered into certain convertible loan agreements with four (4) investors. The Company received a total of $125,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $125,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debentures up to its face value of total of $125,000.

On August 1, 2014 the Company successfully amended the terms of certain convertible loan agreements with four (4) investors for a total of $125,000 due and payable on November 27, 2015.  Under the amended terms, a total of $125,000 originally available for conversion into a total of 250,000,000 shares of common stock at $0.0005 per share has been amended to reflect a price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted. The Company determined that the amended qualified as a substantial modification under ASC 470-60.

On July 16, 2015, the Company amended the terms of the certain convertible loan agreements with four investors for a total of $125,000 due and payable on April 16, 2016. Under the amended terms, a total of $125,000 convertible notes which comes due and payable on November 27, 2015 is extended to the maturity date of April 16, 2016. In addition, the notes were modified whereby the do not become convertible until maturity.

The Company analyzed the conversion feature of above Convertible Notes for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature did not create embedded derivatives.

The Company analyzed the above amendment under ASC 470-60 and concluded that the amendment to the conversion terms qualified as a substantial modification and as such the unamortized discount of $79,103 was recorded as loss on extinguishment of debt. In addition, the fair value of the derivative liabilities associated with the pre modification conversion option in these notes of $591,496 was extinguished resulting in a gain of $591,496. The net gain on extinguishment of liabilities during the nine months ended September 30, 2015 resulting from this substantial modification was $512,393.

The carrying value of certain convertible notes is as follows:

	August 1, 2014 Recalculation			December 31,  2014			September 30, 2015
Face value of certain convertible notes	$	125,000		$	125,000		$	125,000
Less: unamortized discount		(125,000	)		(116,702	)		-
Carrying value	$	-			8,298		$	125,000

As at September 30, 2015, the carrying values of the convertible debenture and accrued convertible interest thereon were $125,000 and $9,349, respectively. Amortization of the discounts associated with these notes was $37,599 during the nine months ended September 30, 2015.

(2)   Convertible note due on August 22, 2015 (CN#1)

On August 22, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#1”), where under the Company has issued two 8% convertible redeemable notes in the aggregate principal amount of $250,000 with the first note being $125,000 and the second note being $125,000, convertible into shares of the Company’s common stock upon the terms. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.

On August 22, 2014, the Company received net proceeds totaling $106,250 in respect to the first of the two notes in the totaling gross amount of $125,000. Financing fees of $12,500 and legal fees of $6,250 were paid in respect of the back end note which is due and payable on August 22, 2015.

On January 15, 2015 and February 26, 2015 respectively the Company received net proceeds from an investor totaling $63,750 and $42,500 in respect to the second of the two notes in the total gross amount of $125,000.   Financing fees of $12,500 and legal fees of $6,250 were paid in respect of the back end note which is due and payable on August 22, 2015.

The following table reflects the issuance of 17,846,932 shares in respect of Conversion Notices received for a total of $250,000 in principal and $9,570 in accrued interest from CN#1 during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
February 27, 2015		40,000		1,613		0.0364520		1,141,587
April 17, 2015		15,000		766		0.0239200		659,114
April 29, 2015		20,000		1,074		0.0208000		1,013,171
May 7, 2015		25,000		1,386		0.0130000		2,029,715
May 21, 2015		25,000		1,463		0.0130000		2,035,616
June 2, 2015		25,983		547		0.0141445		1,875,620
June 8, 2015		29,017		649		0.0141440		2,097,405
June 29, 2015		18,000		485		0.0145600		1,269,592
July 7, 2015		19,000		546		0.00936		2,088,197
July 20, 2015		33,000		1,041		0.00936		3,636,915
Total		250,000		9,570				17,846,932

As of September 30, 2015, the principal amount and all accrued interest payable with respect to CN#1 was paid in full with issuance of common stock.

(3)   Convertible note due on April 16, 2015  (CN#2)

On September 17, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#2). The Company received net proceeds totaling $88,000 from a note in the gross amount of $100,000 which bears interest at 10% per annum and is due on April 16, 2015. Financing fees of $10,500 and legal fees of $2,000 were paid in respect of the note which is due and payable on April 16, 2015. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.

The following table reflects the details of the issuance of 9,180,180 shares in respect of Conversion Notices received for a total of $100,000 in principal and $5,582 in accrued interest from CN#2 during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
March 26, 2015		6,775		-		0.0115167		588,235
April 1, 2015		50,000		-		0.0115000		4,347,826
April 22, 2015		43,225		5,582		0.0115000		4,244,119
Total		100,000		5,582				9,180,180

As of September 30, 2015, the principal amount and all accrued interest payable with respect to CN#2 was paid in full with issuance of common stock.

(4)   Convertible note due on January 13, 2016 (CN#3)

On January 13, 2015 the Company entered into a Securities Purchase Agreement (“SPA”) with Adar Bays, LLC (“Adar”) a Florida Limited Liability company where under the Company has issued two 8% convertible redeemable notes in the aggregate principal amount of $150,000 with the first note being $75,000 and the second note being $75,000, convertible into shares of the Company’s common stock with a maturity date one year after issuance or January 13, 2016.  The first of the two notes (the “First Note”) shall be paid for by Adar upon execution of the SPA, and the second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $75,000 secured note issued to the Company by Adar (“Buyer Note”), provided that prior to conversion of the Second Note, Adar must have paid off the Buyer Note in cash. Under the terms of the First Note, at any time after 180 days, the holder may elect to convert all or part of the face value of the note into shares of the Company’s common stock without restrictive legend at a price (“Conversion Price”) for each share of Common Stock equal to 52% of the lowest trading price of the Company’s common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company.   If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded. Under the terms of the Second Note, the holder is entitles at its option, after the expiration of the requisite Rule 144 holding period and after full cash payment for the promissory note issued by the holder to the Company simultaneously with the issuance by the Company of this note (the “Holder Issued Note”) to convert all or part of the Note then outstanding into shares of the Company’s common stock equal to 52% of the lowest trading price of the Company’s common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company.   If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded.  With respect to the First and Second Notes, in the

event that the Company experiences a DTC “Chill” on its shares the conversion price shall be decreased to 42% instead of 52% while the “Chill” is in effect, and in no event shall the holder be allowed to effect a conversion, if such conversion, along with other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company.  Further, with respect to the Second note, in the event the Company is not “Current” in its SEC filings at the time the note is cash funded, the discount shall be decreased to 40% instead of 52%.  In respect of the First and Second notes interest on any unpaid principal balance of the Notes shall be paid by the Company in common stock (the “Interest Shares”).  The Holder may at any time send a Notice of Conversion for Interest Shares based on the aforementioned formula for all or part of interest payable.

During the first 180 days the Company may redeem the First Note by paying to the holder an amount as follows: (i) if the redemption is in the first 90 days the note is in effect an amount equal to 125% of the unpaid principal amount of the note along with accrued interest; (ii) if the redemption is after the 91st day the note is in effect then the

Company may redeem the note in an amount equal to 135% of unpaid principal and interest.  The note is not redeemable after 180 days.

The Second Note may not be prepaid, except that if the First Note is redeemed by the Company within 6 months of the issuance date of such note, the obligations of the Company under the Second Note will be automatically deemed satisfied and the Second Note and the Holder Note will be deemed canceled and of no further force or effect.

Upon funding of each Note the Company shall pay $3,750 in legal fees and fees to Carter, Terry & Company of $7,500.

On January 15, 2015 the Company received net proceeds from Adar totaling $63,750 with respect to the First Note in the total gross amount of $75,000.   Financing fees of $7,500 and legal fees of $3,750 were paid.

The following table reflects the issuance of 7,620,002 shares in respect of Conversion Notices received for a total of $52,000 in principal during the nine month period ended September 30, 2015:

Conversion Date	Original Principal Amount ($)		Accrued interest payable ($)		Conversion Price ($)		Number of shares issued
July 20, 2015		5,000		-		0.00936		534,188
July 23, 2015		15,000		-		0.00936		1,602,564
August 13, 2015		7,000		-		0.00832		841,346
August 27, 2015		8,000		-		0.005772		1,386,001
September 8, 2015		7,000		-		0.005252		1,332,826
September 16, 2015		10,000		-		0.0052		1,923,077
Total		52,000		-				7,620,002

As of September 30, 2015, the balance payable on CN #3 includes $23,000 in principal from convertible notes and $3,772 in accrued interest payable.

(5)   Convertible note due on January 14, 2016 (CN#4)

On July 14, 2015, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $90,000 from total loan proceeds of $102,000, which bears interest at 8% per annum and is due on January 14, 2016. Financing fees of $10,000 and legal fees of $2,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. As of September 30, 2015, the outstanding principal balance under this note was $102,000.

(6)   Convertible note due on July 29, 2016 (CN#5)

On July 29, 2015 the Company entered into a convertible loan agreement with an investor. The Company received new proceeds totaling $75,000 from total loan proceeds of $84,000 which bears interest at 8% per annum and is due on July 29, 2016.  An original issue discount of $6,000 and legal fees of $3,000 were paid in respect of the note.  Interest shall accrue from the advancement date and shall be payable on maturity.  Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at 58% multiplied by the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 5% for all future Conversions. As of September 30, 2015, the outstanding principal balance under this note was $84,000.

(7)   Convertible note due on August 3, 2016 (CN#6)

On August 3, 2015, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $50,000 from total loan proceeds of $56,000, which bears interest at 8% per annum and is due on August 3, 2016. Financing fees of $3,500 and legal fees of $2,500 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. As of September 30, 2015, the outstanding principal balance under this note was $56,000.

In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 11 for derivative disclosure)

Additionally, the Company evaluated the convertible notes in note 6 (1) above and concluded that these were tainted due to the variable conversion rate of the above the convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. They were removed from the derivative liabilities upon their substantial modification and extinguishment. (See footnote 9 for derivative disclosure)

The carrying value of certain convertible notes (CN#1, CN#2 and CN#3) are as follows

	CN#1			CN#2			CN#3			Total
Carrying value, December 31, 2013	$	-		$	-		$	-		$	-
Add: Face value of certain convertible notes		125,000			100,000			-			225,000
Less: unamortized discount		(79,860	)		(48,371	)					(128,231	)
Carrying value, December 31, 2014		45,140			51,629			-			96,769
Add: Face value of certain convertible notes		125,000			-			75,000			200,000
Total Face value of certain convertible notes		250,000			100,000			75,000			425,000
Less: converted face value to shares		(250,000	)		(100,000	)		(52,000	)		(402,000	)
Less: unamortized discount		-			-			(11,052	)		(11,052	)
Carrying value, September 30, 2015	$	-			-		$	11,948			11,948

The carrying value of certain convertible notes (CN#4 CN#5 and CN#6) are as follows

	CN#4			CN#5			CN#6			Total
Carrying value, December 31, 2014	$	-		$	-		$	-		$	-
Add: Face value of certain convertible notes		102,000			84,000			56,000			242,000
Total Face value of certain convertible notes		102,000			84,000			56,000			242,000
Less: converted face value to shares		-			-			-			-
Less: unamortized discount		(58,443	)		(69,541	)		(47,126	)		(175,110	)
Carrying value, September 30, 2015	$	43,557			14,459		$	8,874		$	66,890

Amortization of the discount over the nine months ended September 30, 2015 totaled $385,848, which amount has been recorded as interest expense.  The unamortized discount of $186,162 associated with above notes (CN #1 to CN#6) will be expensed in future periods.

XML

Convertible note (CN#1) (Details) - USD ($)	Sep. 30, 2015	Jul. 20, 2015	Jul. 07, 2015	Jun. 29, 2015	Jun. 08, 2015	Jun. 02, 2015	May. 21, 2015	May. 07, 2015	Apr. 29, 2015	Apr. 17, 2015	Feb. 27, 2015
Convertible note (CN#1)
Original Principal Amount converted (CN#1)		$ 33,000	$ 19,000	$ 18,000	$ 29,017	$ 25,983	$ 25,000	$ 25,000	$ 20,000	$ 15,000	$ 40,000
Accrued interest payable converted (CN#1)		$ 1,041	$ 546	$ 485	$ 649	$ 547	$ 1,463	$ 1,386	$ 1,074	$ 766	$ 1,613
Conversion Price of note converted (CN#1)		$ 0.00936	$ 0.00936	$ 0.0145600	$ 0.0141440	$ 0.0141445	$ 0.0130000	$ 0.0130000	$ 0.0208000	$ 0.0239200	$ 0.0364520
Number of shares issued on conversion (CN#1)		3,636,915	2,088,197	1,269,592	2,097,405	1,875,620	2,035,616	2,029,715	1,013,171	659,114	1,141,587
Total Original Principal Amount converted (CN#1)	$ 250,000
Total Accrued interest payable converted (CN#1)	$ 9,570
Total Number of shares issued on conversion (CN#1)	17,846,932

XML

Stock Options Outstanding (Details) {Stockholder Equity} - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Shares
Stock Options Outstanding at beginning of the year		0
Stock Options Granted		500,000
Stock Options Exercised		0
Stock Options Expired or cancelled		0
Stock Options Outstanding at the period		500,000
Stock Options Granted	0
Stock Options Exercised	0
Stock Options Expired or cancelled	0
Stock Options Outstanding at the period	500,000
Weighted Average Exercise Price
Stock Options Granted		0.03
Stock Options Outstanding at the period		0.03
Stock Options Outstanding at beginning of the year	500,000
Stock Options Outstanding at the period	0.03

XML

Going Concern (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Going Concern {2}
Company used net cash in operations	$ 306,106