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:June 30, 2015

OR

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

For the transition period from __________ to __________

Commission File No. 0-54360

CARDINAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	47-1579622
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

201 Penn Center Blvd. Suite 401

Pittsburgh, PA 15235

 (Address of principal executive offices)

(412) 374-0989

 (Registrant’s telephone number, including area code)

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 past 12 months, 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 (Sec.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, or 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]

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

As of August 13, 2015, there were 112,817,334 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

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

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CARDINAL RESOURCES, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2015 AND DECEMBER 31, 2014
ASSETS
	June 30, 2015			December 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$	50,318		$	9,230
Accounts receivable, net		88,606			75,143
Inventory		52,317			43,199
Cost in excess of billings		125,696			-
Other current assets		3,430			3,430
TOTAL CURRENT ASSETS		320,367			131,002
PROPERTY, PLANT AND EQUIPMENT, NET		200,979			223,189
TOTAL ASSETS	$	521,346		$	354,191
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	1,080,732		$	1,124,602
Accounts payable - related parties		85,439			66,467
Notes payable		216,787			203,787
Notes payable - related parties		58,537			65,947
Convertible notes payable, net of discount of $47,228 and $2,853		401,564			265,147
Accrued liabilities		571,804			564,049
Billings in excess of cost on uncompleted contracts		-			46,148
Derivative liabilities		305,240			15,668
TOTAL CURRENT LIABILITIES		2,720,103			2,351,815
LONG-TERM LIABILITIES
Convertible notes payable, net of discount of $78,769 and $0		1,231			-
TOTAL LONG-TERM LIABILITIES		1,231			-
TOTAL LIABILITIES		2,721,334			2,351,815
STOCKHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 25,000,000 shares authorized; none of which issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized, 100,705,275 and 97,348,713 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		100,705			97,349
Additional paid in captial		5,964,868			4,984,037
Accumulated deficit		(8,265,561	)		(7,079,010	)
TOTAL STOCKHOLDERS' (DEFICIT)		(2,199,988	)		(1,997,624	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	521,346		$	354,191
The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-1

CARDINAL RESOURCES, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014
	For the Three Months Ended						For the Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Revenues
Sales	$	227,688		$	(149,467	)	$	312,106		$	44,552
Operating expenses
Cost of sales		185,472			335,118			329,922			486,643
Selling, general and administrative		211,635			374,825			1,194,918			655,842
Depreciation and amortization expense		11,105			13,065			22,210			24,901
Total operating expenses		408,212			723,008			1,547,050			1,167,386
Loss from operations		(180,524	)		(872,475	)		(1,234,944	)		(1,122,834	)
Other (expenses)
Interest expense		(21,042	)		(33,539	)		(34,719	)		(67,899	)
Loss on extinguishment of debt		-			(303,411	)		-			(303,411	)
Gain/loss due to changes in derivative liabilities		(170,241	)		(12,038	)		(178,736	)		(12,038	)
Other income (expenses)		-			(6,476	)		261,848			(11,187	)
Total other (expenses)		(191,283	)		(355,464	)		48,393			(394,535	)
Net (loss)	$	(371,807	)	$	(1,227,939	)	$	(1,186,551	)	$	(1,517,369	)
(Loss) per common share
Basic net (loss) per common share		**		$	(0.01	)	$	(0.01	)	$	(0.01	)
Basic weighted average number of shares outstanding		100,369,011			88,066,578			100,057,019			87,549,328
** Less than $.01											(0.011	)
The accompanying notes are an integral part of the unaudited consolidated financial statements

F-2

CARDINAL RESOURCES, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014
	For the Six Months Ended
	June 30, 2015			June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,186,551	)	$	(1,517,369	)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization expense		22,210			24,901
Amortization of debt discounts		11,855			50,309
Loss on extinguishment of debt		-			303,411
Gain/loss due to changes in derivative liabilities		178,736			12,038
Common stock issued for services		902,850			200,000
Warrants granted for services		41,854			-
Changes in operating assets and liabilities:
Accounts receivable		(13,463	)		(12,121	)
Inventory		(9,118	)		-
Accounts payable		(43,870	)		233,850
Accounts payable - related parties		18,972			-
Cost in excess of billings		(125,696	)		-
Billings in excess of cost on uncompleted contracts		(46,148	)		-
Accrued liabilities		10,075			121,540
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(151,002	)		(583,441	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			(11,055	)
NET CASH (USED IN) INVESTING ACTIVITIES		-			(11,055	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		13,000			-
Proceeds from notes payable - related parties		4,200			-
(Repayments to) notes payable - related parties		(11,610	)		-
Proceeds from convertible notes payable		191,500			55,000
(Repayments to) convertible notes payable		(5,000	)		-
Proceeds from options exercises		-			22,378
Proceeds from sales of common stock		-			165,000
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		192,090			242,378
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		41,088			(352,118	)
CASH AND CASH EQUIVALENTS:
Beginning of year		9,230			545,714
End of year	$	50,318		$	193,596
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Supplemental disclosures of non-cash investing and financing activities:
Debt discount issued with convertible notes	$	135,000		$	58,000
Shares issued for conversion of debt, including accrued interest	$	15,320		$	-
Relcassification of derivative liability to APIC	$	24,163		$	-
Stock issued to settle partial accrued salaries	$	-		$	111,015
Stock issued to settle related parties notes	$	-		$	19,038
The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE – 1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim consolidated financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2014.

NOTE – 2 GOING CONCERN

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. However, as June 30, 2015, the Company had an accumulated deficit and a working capital deficit. In addition, the Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management has taken certain actions and continues to implement changes designed to improve the Company’s consolidated financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including (a) utilization of outsourced build-to-order production; (b) expansion into new markets, (c) commercialization of patented products and; (c) significant reductions in lease costs. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations through December 31, 2015. As a result, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

NOTE – 3 RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2015 and 2014, the increase in accounts payable to related parties was $18,972 and $0, respectively. Accordingly, accounts payable to related parties were $85,439 and $66,467 as of June 30, 2015 and December 31, 2014, respectively.

Notes payable to related parties were $58,537 and $65,947 as of June 30, 2015 and December 31, 2014, respectively. The Company had proceeds from related parties’ loan in amount of $4,200 and repayments of $11,610 to related parties’ loan during the six months ended June 30, 2015. Neither proceeds nor repayments to related parties’ loan during the six months ended June 30, 2014. The funds borrowed from the Company’s related parties were to fund the Company’s daily operations.

F-4

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE – 4 NOTES PAYABLE

As of June 30, 2015 and December 31, 2014, the Company had notes payable of $216,787 and $203,787, respectively, which were conventional debts due on demand without conversion feature. During the six months ended June 30, 2015, the Company had proceeds of $13,000 from notes payable with interest at a rate of 7% per annum.

NOTE – 5 CONVERTIBLE NOTES

As of June 30, 2015 and December 31, 2014, the Company had outstanding balances on its convertible notes in the amount of $401,564 and $265,147, respectively, net of discounts of $125,997 and $2,853, respectively. The detailed terms were set forth as follows:

(A) Convertible Notes Payable

As of June 30, 2015 and December 31, 2014, the Company had convertible notes payable in amount of $20,000 and $25,000, respectively, which would be converted automatically upon the completion of a Qualified Financing at a conversion price based upon the Qualified Financing.  The amounts were in default and due on demand as of June 30, 2015, with interest at a rate of 12%. During the six months ended June 30, 2015, principal of $5,000 plus accrued interests of $1,272 were repaid in cash, and interest expense of $1,190 was recorded, which was included under accrued liabilities as of June 30, 2015.

During the six months ended June 30, 2015, the Company issued a convertible note of $12,500 to a third party, which bears interest at a rate of 7% per annum and due on January 8, 2016. At any time while this Note is outstanding, the holder of this Note may convert all or any portion of the Note into the common shares of the Company at a price of $.25 per share (the “Conversion Price”); provided, that if this Note has not been paid or prepaid or converted before the due date, the Conversion Price will be reduced to $.10 per share on the due date. The Company recorded interest expense of $434 related to this Note during the six months ended June 30, 2015. The interest expense of $434 has been included under accrued liabilities as of June 30, 2015.

On November 22, 2013, the Company completed a private placement pursuant to which the Company issued a convertible promissory note to certain accredited investors, which notes are convertible into shares of our common stock at $0.25 per share. In addition, the Company granted to the same investors’ three−year warrants to purchase an aggregate of 276,000 shares of the Company’s common stock at $0.25 per share. As a result, the Notes were discounted in the amount of $86,368 due to the intrinsic value of the beneficial conversion option and relative fair value of the warrants. As of June 30, 2015 and December 31, 2014, the aggregate carrying value of the Notes was $230,000 and $230,000, respectively. The discount of $86,368 to the convertible notes was amortized in full. As of June 30, 2015, the Notes were in default and due on demand.

During the six months ended June 30, 2015 and 2014, the Company recorded interest expense related to the Notes in amount of $7,984 and $8,095, respectively, which was included under accrued liabilities as of June 30, 2015 and 2014, respectively.

On January 15, 2015, the Company issued a convertible promissory note of $124,000 (the “Note II”) to a third party. The Note bears an interest rate of 8% per annum and is due on October 20, 2015, pursuant to which the holder of the Note has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the common stock of the Company after 180 days upon commencement, at 58% of the Market Price, which means the average of the lowest three trading price during the ten trading days prior to the conversion date. Due to the restriction period for conversion, the Company has determined the Note II is considered to be conventional debt until July 14, 2015. The Company recorded interest expense of $4,512 related to the Note II during the six months ended June 30, 2015. The interest expense of $4,512 has been included under accrued liabilities as of June 30, 2015.

F-5

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE – 5 CONVERTIBLE NOTES (CONTINUED)

(B) Convertible Notes Payable – Derivative liabilities

On May 28, 2014, the Company issued a convertible promissory note of $58,000 with an original issue discount of $3,000 (the “Note”) to a third party. The Note bears an interest rate of 8% per annum and is due on March 2, 2015, pursuant to which the holder of the Note has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the common stock of the Company after 180 days upon commencement, at 58% of the Market Price, which means the average of the lowest three trading price during the ten trading days prior to the conversion date. During the year ended December 31, 2014, a portion of the principal in amount of $45,000 was converted into 1,002,777 shares of common stock. The remaining balance of $13,000 plus accrued interest of $2,320 were converted into 76,562 shares on January 6, 2015. Accordingly, the related debt discounts of $2,853 were amortized in full and the related derivative liability of $24,163 was reclassified to additional paid in capital.

During the second quarter of 2015, the Company issued convertible promissory notes with derivative liabilities totaled of $142,292, the detailed terms of which were set forth as follows:

Principal Amount	Due Date	Interest Rate	Conversion Price
$55,000	February 22, 2016	10%	55% of the lowest Trading Price during the twenty-five Trading Day period prior to the conversion date
$80,000	December 31, 2018	10%	50% of the average of the volume weighted average prices during the 5 trading days prior to conversion date
$7,292	November 18, 2015	8%	A price equal to the lesser of 75% of the lowest trade price during the 10 trading days prior to conversion date or $.25 per share

The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Therefore, the fair value of the derivative instruments have been recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts will be accreted from the issuance date to the maturity date of the Notes. The change in the fair value of the derivative liabilities will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. The fair value of the embedded derivative liabilities were determined using the Black-Scholes valuation model on the issuance dates with the assumptions in the table below.

F-6

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE – 5 CONVERTIBLE NOTES (CONTINUED)

(B) Convertible Notes Payable – Derivative liabilities (continued)

	Derivative Liabilities
Fair value at the commitment dates	$	245,431
Fair value mark to market adjustment		59,809
Balances as of June 30, 2015		305,240

Reporting Date	Fair Value	Term (Years)	Assumed Conversion Price	Market Price on Valuation Date	Volatility Percentage	Risk-free Rate
5/22 – 6/10, 2015	$245,431	0.76 – 3.56	$0.025 - $0.021	$0.050 - $0.036	602 - 394%	0.23% - 1.15%
6/30/2015	$305,204	0.65 - 3.51	$0.015 - $0.038	$0.050	618%	0.28% - 1.01%

As of June 30, 2015, the carrying value of the Notes were $16,294, net of debt discounts of $125,998. The Company recorded interest expense of $1,186 related to the Notes and amortization of debt discounts in the amount of $9,002 during the six months ended June 30, 2015. The interest expense of $1,186 has been included under accrued liabilities as of June 30, 2015.

The Note	6/30/2015
Proceeds	$	142,292
Less derivative liabilities on initial recognition	$	(135,000	)
Value of the Note on initial recognition		7,292
Add accumulated accretion expense		9,002
Balance as at June 30, 2015	$	16,294

NOTE – 6 CAPITAL TRANSACTIONS

During the first quarter of 2015, the Board of Directors of the Company approved to reduce the price per share on the subscription agreement, dated between April 30, 2014 and July 28, 2014 from $.40 to $.25 per share. Accordingly, the Company issued total 330,000 shares of common stock to the investors for the difference. Neither gain nor loss was recognized in connection with the issuance of 330,000 shares since it was part of the equity financing.

F-7

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE – 7 WARRANTS

During the second quarter of 2015, the Company issued two-year warrants for the purchase of total 700,000 shares of the Company’s common stock in the aggregate at $0.10 per share for services.  The warrants were valued at $41,854 using the Black-Scholes valuation model on the grant date with the assumptions in the table below.

Grant Date	Term (Years)	Exercise Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
5/22/2015	2	$0.10	$0.061	342%	0.65%

The following table summarizes all warrant outstanding as of June 30, 2015, and the related changes during this period.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Stock Warrants
Balance at December 31, 2014		5,422,133	$	0.37	2.2
Granted		700,000	$	0.10	2
Exercised		0	$	0
Expired		0	$	0
Balance at June 30, 2015		6,122,133		0.34	2.18
Warrants Exercisable at June 30, 2015		6,122,133	$	0.34	2.18

NOTE – 8 STOCK ISSUED FOR SERVICES

During the first quarter of 2015, the Board of Directors of the Company approved the issuance of 2,000,000 shares of common stock to the founders of the subsidiary as bonus. The value of the shares in amount of $800,000 was determined using the trading price of the Company’s common stock on the issuance date, or $.40 per share.  Accordingly, the Company calculated stock based compensation of $800,000 as its fair value and recognized the expense during the six months ended June 30, 2015.

During the first quarter of 2015, the Board of Directors of the Company approved the issuance of 100,000 shares of common stock to an unrelated consultant for services rendered during such quarter. The value of the shares in amount of $51,000 was determined using the trading price of the Company’s common stock on the issuance date, or $.51 per share. Accordingly, the Company calculated stock based compensation of $51,000 as its fair value and recognized the expense during the six months ended June 30, 2015.

During the second quarter of 2015, the Board of Directors of the Company approved the issuance of 850,000 shares of common stock to an unrelated consultant for services rendered during such quarter. The value of the shares in amount of $51,850 was determined using the trading price of the Company’s common stock on the issuance date, or $.061 per share. Accordingly, the Company calculated stock based compensation of $51,850 as its fair value and recognized the expense during the six months ended June 30, 2015.

F-8

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE - 9 FAIR VALUE MEASUREMENTS

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Certain assets and liabilities are reported at fair value on a recurring or nonrecurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash and Cash Equivalents, Accounts Receivable, Accounts Payable and Accrued Liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

Derivatives

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015:

F-9

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

NOTE - 9 FAIR VALUE MEASUREMENTS (CONTINUED)

	Fair Value Measurements at June 30, 2015
Description	(Level 1)		(Level 2)		(Level 3)			Total Carrying Value
Derivative liability – 12/31/2014	$	-	$	-	$	15,668		$	15,668
Reclassification to APIC due to partial conversion						(24,163	)		(24,163	)
Debt discount due to derivative liabilities						135,000			135,000
Change in Derivative liabilities						178,735			178,736
Derivative liability – 6/30/2015	$	-	$	-	$	305,240		$	305,240

NOTE – 10 COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company has three long term contract in progress at June 30, 2015.  Work has started on one additional long term contract that will have costs and earnings in the following periods:

Job	Bayelsa			CAM WATER			AquaSaludable			Total
Contract Revenues	$	6,300,000		$	27,808,820		$	265,542
Estimated COGS	$	5,104,961		$	17,720,883		$	177,515
Estimated Gross Profit	$	1,195,039		$	10,087,937		$	88,027
Gross Margin		19	%		36	%		33	%
COGS in 2013 & 2014	$	1,362,712		$	215,047		$	22,630
COGS in 2015 Q1	$	24,440		$	8,257		$	18,710		$	51,407
COGS in 2015 Q2	$	1,319		$	48,024		$	117,651		$	166,994
Total actual COGS	$	1,388,470		$	271,328		$	158,992		$	218,401
Percentage of completion		27	%		2	%		90	%
Revenues - POC	$	1,713,502		$	425,786		$	237,833
Less: previously recognized	$	(1,711,875	)	$	-		$	(61,840	)
Less: uncertainty in collectability *					(425,786	)
Recognized in 2015	$	1,627		$	0		$	175,993		$	177,620

* The revenues from CAM WATER were delayed due to uncertainty in collectability

As of June 30, 2015 and December 31, 2014, the Company had cost in excess of billings in amount of $125,696 and $0, respectively, recorded in current assets.

F-10

CARDINAL RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

As of June 30, 2015 and December 31, 2014, the Company had billings in excess of costs in amount of $0 and $46,148, respectively, recorded in current liabilities representing billings in excess of revenues recognized.

NOTE – 11 CONCENTRATION AND RISK

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral to support such receivables. For international sales the Company requires financial payment guarantees such as Letters of Credit or Sovereign Guarantees. Based on a number of factors the Company may require credit insurance.  The Company has enrolled in an Accounts Receivable Insurance program for new export sales.

During six months ended June 30, 2015, three customers comprised approximately 74% of total revenue. During six months ended June 30, 2014, two customers composed approximately 99% of total revenue.

During six months ended June 30, 2015 and 2014, there was no significant concentration in vendors.

NOTE – 12 SUBSEQUENT EVENTS

During the third quarter KBM converted their note in full to 9,912,064 shares of common stock.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the followings:

On July 7, 2015, the holder of the convertible note of $7,292 elected to convert all principal and accrued interest into 511,760 shares of common stock of the Company.

On July 27, 2015, the Board of Directors of the Company approved the issuance of 700,000 shares of common stock, or 350,000 shares each, to two unrelated consultants for services rendered during the second quarter of 2015. The value of the shares was determined by the trading price of the Company’s common stock on the grant dates and recognized the expense during the second quarter of 2015. The total consulting expense of $26,350 has been included under accrued liabilities as of June 30, 2015.

During the third quarter of 2015, the holder of the KBM Note elected to convert the principal of $120,000 into 5,829,872 shares of common stock of the Company. The balance of KBM Note is $4,000 after the conversion.

F-11

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

This quarterly report on Form 10-Q and other reports filed by Cardinal Resources, Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Basis of Presentation

The following management’s discussion and analysis is intended to provide additional information regarding the significant changes and trends which influenced our financial performance for the quarters ending June 30, 2015, and 2014.  This discussion should be read in conjunction with the unaudited financial statements and notes as set forth in this Report.

Overview

Cardinal Resources began operations in 2004, providing environmental engineering services, remediation, water and waste water treatment to US companies on a global basis. In 2005, we began development of proprietary technologies to create sustainable water and waste water systems to be produced by Cardinal Resources and operated globally. During the time period when the Company was in the development of the Red Bird System and other sustainable technologies we continued to provide environmental services to our clients. As a result Cardinal Resources worked in over 20 countries including multimillion dollar projects in Australia, Brazil, Japan and China. As a result of our work we received recognition by U.S. Commercial Services as the Exporter of the Year in 2011 for Environmental and Congressional Export Achievement Awards.  In 2013 Cardinal Resources was presented the Presidential E Award for Export Promotion.

The prototype filters were deployed in 2007, first full prototype was built in 2008 and the first full system was built in 2009. We were issued our first patents for our technologies and applications in 2009 with subsequent patents issued in 2012.  In 2013 we signed significant Red Bird System contracts and began implementation.

In 2014 work was on going on the Bayelsa Nigeria contract, but production slowed as payments slowed.  Based on recent discussions and partial payments we anticipate the work re-starting in 2015.  Work commenced on the CAMWATER contract with the completion of the required Environmental Assessments, and design work for custom components.  The majority of the work is scheduled for 2015-2016 pending the final approvals of the customers financing.  Work is underway in Panama and the opportunity pipeline is growing.

3

The transition from primarily a services company to a systems/services company has been a significant challenge as reflected in the Company’s financial statements.  The Company while focused on the implementation of its existing contracts and expanding our base of business continues to work to resolve issues, including judgements, related to the past downturn.  While those challenges are real, the Company continues to make progress in paying down past obligations and moving the business forward.

As of June 30, 2015 the US Export Import Bank’s (EXIM) Charter was not re-authorized by the US Congress. While the lapse in authority continues, the United States Senate recently voted 64 to 29 for a five-year EXIM reauthorization bill as part of a long-term highway bill.  That bill has now moved to the House for consideration.  The super majority vote in the U.S. Senate was a strong signal of bipartisan support for EXIM and we do anticipate that EXIM will be back in business before the end of the year.  However, until it is reauthorized it will limit the size of projects we can undertake overseas.  While authorization is pending, the Company has been seeking alternative financing for our international projects.

Plan of Operations

Our Plan of Operations is focused on becoming the global preferred provider of sustainable water treatment systems using a distributed architecture. To meet this goal our plans call for the Company to expand our financial management, technical implementation staff, and market development. Part of our plan is to continue to expand our technologies, and approaches as well beginning with distributed waste water treatment. In terms of expansion our plan is to first have implementation well underway in the West Africa and Latin America markets.  From there we plan to move aggressively to close on other opportunities in our pipeline, good opportunistic situations and expand into our next geographic targets of India, and Southeast Asia. We are planning to continue to outsource our manufacturing within the US. Depending on growth within a specific region, we may in the future, outsource a portion of the assembly overseas while retaining US manufacturing for key components, technology protection and producing the majority of the systems sold.

Contracts

Cardinal Resources has over $30.0 million in commercial contracts to provide the Red Bird System, ancillary equipment, and associated services in the US, Cameroon, Nigeria, Senegal and Panama.  These contracts, which are backed by a combination of bank guarantees, sovereign guarantees, and export bank financing, are scheduled for completion in 2015 and 2016.  The two stage process, typical on projects using export bank financing, where you first obtain a commercial contract followed by a finance agreement does increase the time from contract to implementation.  The Company does take steps, including prescreening deals with the banks to shorten this time frame  The Company continues to provide environmental services, primarily to three customers on a smaller scale in the US and is working to increase that source of revenue.

Revenues

We generate our revenue sales from the sale of the patented Red Bird System, ancillary equipment, and environmental services.  Revenue from system sales are recognized on a Cost-to-Cost Percentage of Completion basis, while services revenue is recognized is recognized on an accrual basis as invoiced.  Many projects will have a combination of systems and services.

Cost of Sales

Our cost of sales includes internal labor, supply chain management, logistics and the purchase of components that are part of the Red Bird System.  Currently internal labor costs exceed projected costs as we are refining certain design aspects for specific markets.  Over time this labor component should decrease.  Other items contributing to our cost of sales are the direct assembly labor at the outsourced manufacturer.

4

Gross Profit

Gross profit is affected by numerous factors, including our average selling prices, scheduling, ramp up point, and our manufacturing costs.  As a result of the above, gross profits may vary from quarter to quarter and year to year.

Research and Development.

Research and development expense consists primarily of salaries and personnel-related costs in addition to the cost of products, materials and outside services used in our process and product research and development activities.  We anticipate these costs rising as we begin to work on new technologies.

Selling, General and Administrative

Selling, general and administrative expense consists primarily of salaries and other personnel-related costs, professional fees, insurance costs, travel expense, and other normal selling expenses. We expect these expenses to increase in the near term, both in absolute dollars and as a percentage of net sales, to support the growth of our business as we expand our sales and marketing efforts, particularly international travel, improve our information processes and systems and implement the financial reporting, compliance and other infrastructure required by a public company. Over time, we expect selling, general and administrative expense to decline as a percentage of net sales as our net sales increase.

The use of common stock to pay for services, while not a cash outlay, has a significant impact on SG&A.  Typically the stock is issued to pay for services over an extended period, for example a year-long agreement for legal or accounting services.  The value of the stock is accounted for at the time it was granted which causes an impact in the quarter.

Use of Estimates

The discussion and analysis of our financial condition and results of operations are based upon audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, intangible assets, income taxes, warranty obligations, marketable securities valuation, derivative financial instrument valuation, end-of-life collection and recycling, contingencies and litigation and share based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Recent Developments

The first six months of 2015 was focused on closing the project finance for our largest commercial contract, expansion in Latin America, and India, collections from existing contracts, and production of the CRB-10 for Panama.  No new contracts were signed.  Revenue has increased compared to the same period in 2014 and compared to the 1st Quarter of 2015.  The Touba Senegal contract, which was scheduled to begin in early 2015 is still pending and management is considering whether to cancel the contract given the unresponsive nature of the Senegalese government.

Revenue from system sales is recognized on a cost-to-cost percentage of completion (POC) basis.  As a result invoicing on projects and recognized revenues may not match during the course of a project.  Services revenue are recognized on an accrual basis as invoiced to the customer.

Stock was issued as compensation for consulting services in the second quarter.  The valuation of the stock varied as noted in the Company’s financials and footnotes.

5

Results of Operations for the Three Months Ended June 30, 2015 and 2014:

	Three Months Ended
	June 30, 2015		June 30, 2014
Sales	$	227,688	$	(149,467	)
Gross Profit (Loss)	$	42,216	$	(484,585	)
General and Administrative Expenses	$	211,635	$	374,825
Operating Expenses	$	222,635	$	387,890
Other Income (Expense)	$	(191,283)	$	(355,464)
Net Loss	$	(371,807)	$	(1,227,939)

For the three months ended June 30, 2015 and 2014, the Company reported a net loss of $371,807 and $1,227,939 respectively. The change in net loss was primarily attributable to the reduction of costs.

Sales - Net sales for the three months ended June 30, 2015, were $227,688 compared to $(149,467) for the three months ended June 30, 2014.

Gross Profit/(Loss) - During the three months ended June 30, 2015 our gross profit was 42,216 compared to a gross profit of $(484,585) in the same period of 2014.  

Operating Expenses –

General and Administrative Expenses – General and Administrative for the three months ended June 30, 2015, were $211,635 as compared to $374,825 for the three months ended June 30, 2014.

Total Operating expenses for the three months ended June 30, 2015 were $222,635, as compared to $387,890 for the three months ended June 30, 2014.

We anticipate that as our operations increase our research and development expenses will increase because we believe that maintaining state of the art products is a key to our continued success.  We expect to achieve economies of scale in our general and administrative expenses as our operations increase as much of our administrative expenses are fixed costs, such as salaries of key personnel and rent. As a result, while we may need to hire additional personnel as operations increase, we believe that the increases in general and administrative expenses will be at a lower rate than the increase in revenues.  In addition we will reduce the use of stock in compensation for services.

Other Income (Expense) - Other income (expense) for the three months ended June 30, 2015 was $ (191,283), as compared to $(355,464) for the three months ended June 30, 2014.

Results of Operations for the Six Months Ended June 30, 2015 and 2014:

	Six Months Ended
	June 30, 2015		June 30, 2014
Sales	$	312,106	$	44,552
Gross Profit (Loss)	$	(17,816)	$	(442,090	)
General and Administrative Expenses	$	1,194,918	$	655,842
Operating Expenses	$	1,217,128	$	680,743
Other Income (Expense)	$	48,393	$	(394,535)
Net Loss	$	(1,186,551)	$	(1,517,369)

For the six months ended June 30, 2015 and 2014, the Company reported a net loss of $1,186,551 and $1,517,369 respectively. The net loss in 2015 was affected by the valuation of stock for services in the first quarter.

6

Sales - Net sales for the three months ended June 30, 2015, were $312,106 compared to $44,552 for the six months ended June 30, 2014.  

Gross Profit/(Loss) - During the six months ended June 30, 2015 our gross loss was $17,816 compared to a gross loss of $442,090 in the same period of 2014.  This generally reflects the CRB-40s in production in 2014 and the CRB-10 production in 2015. 

Operating Expenses –

General and Administrative Expenses – General and Administrative for the six months ended June 30, 2015, were $1,194,918 as compared to $655,842 for the six months ended June 30, 2014.  In 2015, stock for services impacted these costs.  We have reduced other G&A costs, primarily related to staffing and travel between the two periods.

Total Operating expenses for the six months ended June 30, 2015 were $1,217,128, as compared to $680,743 for the three months ended June 30, 2014.

For the first six months of 2015, we suspended Research and Development activities.  However, we anticipate that as our operations increase our research and development expenses will increase because we believe that maintaining state of the art products is a key to our continued success.  We expect to achieve economies of scale in our general and administrative expenses as our operations increase as much of our administrative expenses are fixed costs, such as salaries of key personnel and rent. As a result, while we may need to hire additional personnel as operations increase, we believe that the increases in general and administrative expenses will be at a lower rate than the increase in revenues.  In addition we will reduce the use of stock in compensation for services.

Other Income (Expense) - Other income (expense) for the six months ended June 30, 2015 was $48,393, as compared to $(394,535) for the three months ended June 30, 2014.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at June 30, 2015 compared to December 31, 2014:

	June 30, 2015			December 31, 2014			Increase/(Decrease)
Current Assets	$	320,367		$	131,002		$	189,365
Current Liabilities	$	2,720,103		$	2,351,815		$	368,288
Working Capital	$	(2,399,736	)	$	(2,220,813	)	$	(178,923)

As of June 30, 2015, we had negative working capital of $2,399,736 as compared to negative working capital of $2,220,813 as of December 31, 2014.  While still negative, it is improved.

Net cash provided by (used in) operating activities for the six months ended June 30, 2015 and 2014 was $(151,002) and $(583,441) respectively.

Net cash provided by (used in) all financing activities for the six months ended June 30, 2015 and 2014 was $192,090 and $242,378 respectively.

The estimated base working capital requirement for the next 12 months is $1,200,000 with an estimated burn rate of $100,000 per month.   As reflected in the accompanying financial statements, the Company had cash of $50,318 at June 30, 2015.

The ability of the Company to continue its operations is dependent on Management’s plans, which include increasing revenue, decreasing debt, contract specific financing, raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

7

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated 

Revenue may be insufficient to meet its cash needs for the near future if it does not receive the anticipated additional funding. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the Company would be required to change its growth strategy and seek funding on that basis, if at all.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Revenues and Cost of Revenues

Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contacts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method.

8

Revenues from time-and-material and rate chart contracts are recognized currently as work is performed.

Revenues from maintenance service contracts are recognized on a straight-line basis over the life of the contract once the Company has an agreement, service has begun, the price is fixed or determinable and collectability is reasonably assumed.

Cost of revenues include all direct material, sub-contractor, labor and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim is probable and the amount can be reasonably determined.

The asset, “cost and estimated earnings in excess of billings on uncompleted contract” represents revenues recognized in excess of amounts billed. The liability, “billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Off Balance Sheet Arrangements:

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Pursuant to Rule 13a- 15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effectiveto ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.  To address these concerns we have increased the use of an experienced outside accounting firm and CPA with extensive public company experience.  We have also changed procedures related to the monthly reconciliation, and quarterly closes to improve efficiency and reporting.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  We have added addition review to the monthly reconciliation and quarterly closings as well as increased the use of an outside independent accounting firm.

9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business.  The past debts including a judgement related to the former company represent an increased risk which the Company is activity working to reduce through negotiations where appropriate and payment plans.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Current Report on Form 10-K, filed with the SEC for the year ending December 31, 2015.

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

None.

Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which has not been previously disclosed.

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase **
101.LAB	XBRL Taxonomy Extension Label Linkbase **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase **

* Filed herewith

** In accordance with Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”

10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CARDINAL RESOURCES, INC.
Date: August 19, 2015	By:	/s/ Kevin Jones
	Name:	Kevin Jones
	Title:	Chief Executive Officer (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

11

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Kevin Jones, certify that:

1. I have reviewed this Form 10-Q of Cardinal Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of 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 13-a-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: August 19, 2015	By:	/s/ Kevin Jones
		Kevin Jones
		Principal Executive Officer
		Cardinal Resources, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Kevin Jones, certify that:

1. I have reviewed this Form 10-Q of Cardinal Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of 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 13-a-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: August 19, 2015	By:	/s/ Kevin Jones
		Kevin Jones
		Principal Financial Officer
		Cardinal Resources, Inc.

EX-32.1

Exhibit 32.1

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 this Quarterly Report of Cardinal Resources, Inc. (the “Company”), on Form 10-Q for the period ended June 30, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Kevin Jones, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended June 30, 2015, 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 such Quarterly Report on Form 10-Q for the period ended June 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2015	By:	/s/ Kevin Jones
		Kevin Jones
		Principal Executive Officer
		Cardinal Resources, Inc.

EX-32.2

Exhibit 32.2

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 this Quarterly Report of Cardinal Resources, Inc. (the “Company”), on Form 10-Q for the period ended June 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Kevin Jones, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended June 30, 2014, 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 such Quarterly Report on Form 10-Q for the period ended June 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2015	By:	/s/ Kevin Jones
		Kevin Jones
		Principal Financial Officer
		Cardinal Resources, Inc.

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Note 10 - Costs and Estimated Earnings On Uncompleted Contracts: Schedule of Long Term Contracts (Details) - USD ($)	3 Months Ended		6 Months Ended	24 Months Ended	30 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2015
Bayelsa
Contracts Revenues			$ 6,300,000
Estimated COGS			5,104,961
The esimated amount resulting from the netting of revenues and cost of goods sold by the entity.			$ 1,195,039
Gross Margin			19.00%
Cost of Goods Sold	$ 1,319	$ 24,440		$ 1,362,712	$ 1,388,470
Percentage of completion			27.00%
Revenues			$ 1,627
Less: previously recognized			(1,711,875)
Bayelsa | Percentage of Completion
Revenues			1,713,502
CAM WATER
Contracts Revenues			27,808,820
Estimated COGS			17,720,883
The esimated amount resulting from the netting of revenues and cost of goods sold by the entity.			$ 10,087,937
Gross Margin			36.00%
Cost of Goods Sold	48,024	8,257		215,047	271,328
Percentage of completion			2.00%
Revenues			$ 0
Less: previously recognized			0
Less: uncertainty in collectability			(425,786)
CAM WATER | Percentage of Completion
Revenues			425,786
AquaSaludable
Contracts Revenues			265,542
Estimated COGS			177,515
The esimated amount resulting from the netting of revenues and cost of goods sold by the entity.			$ 88,027
Gross Margin			33.00%
Cost of Goods Sold	117,651	18,710		$ 22,630	158,992
Percentage of completion			90.00%
Revenues			$ 175,993
Less: previously recognized			(61,840)
AquaSaludable | Percentage of Completion
Revenues			237,833
Total
Cost of Goods Sold	$ 166,994	$ 51,407			$ 218,401
Revenues			$ 177,620

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Note - 6 Capital Transactions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Apr. 30, 2014
Market Price on Valuation Date	$ 0.050
Common Stock | Private Placement
Market Price on Valuation Date		$ 0.25	$ 0.40
Stock Issued During Period, Shares, New Issues	330,000

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Note 10 - Costs and Estimated Earnings On Uncompleted Contracts: Schedule of Long Term Contracts (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Long Term Contracts

The Company has three long term contract in progress at June 30, 2015.  Work has started on one additional long term contract that will have costs and earnings in the following periods:

Job	Bayelsa	CAM WATER	AquaSaludable	Total
Contract Revenues	$            6,300,000	$          27,808,820	$               265,542
Estimated COGS	$            5,104,961	$          17,720,883	$               177,515
Estimated Gross Profit	$            1,195,039	$          10,087,937	$                 88,027
Gross Margin	19%	36%	33%
COGS in 2013 & 2014	$            1,362,712	$               215,047	$                 22,630
COGS in 2015 Q1	$                 24,440	$                   8,257	$                 18,710	$       51,407
COGS in 2015 Q2	$                   1,319	$                 48,024	$               117,651	$     166,994
Total actual COGS	$            1,388,470	$               271,328	$               158,992	$     218,401 [SV6]
Percentage of completion	27%	2%	90%
Revenues - POC	$            1,713,502	$              425,786	$               237,833
Less: previously recognized	$           (1,711,875)	$                       -	$                (61,840)
Less: uncertainty in collectability *		(425,786)
Recognized in 2015	$                   1,627	$                         0	$               175,993	$     177,620 [SV7]

* The revenues from CAM WATER were delayed due to uncertainty in collectability

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Note - 12 Subsequent Events (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015
Consultants
Stock Issued During Period, Shares, Issued for Services	850,000	100,000
Allocated Share-based Compensation Expense	$ 51,850	$ 51,000
Subsequent Event
Debt Conversion, Original Debt, Amount			$ 7,292
Subsequent Event | Consultants
Allocated Share-based Compensation Expense			26,350
Subsequent Event | KBM
Debt Conversion, Original Debt, Amount			$ 120,000
Subsequent Event | Common Stock
Debt Conversion, Converted Instrument, Shares Issued			511,760
Subsequent Event | Common Stock | Consultants
Stock Issued During Period, Shares, Issued for Services			700,000
Subsequent Event | Common Stock | KBM
Debt Conversion, Converted Instrument, Shares Issued			9,912,064

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Note 8 - Stock Issued For Services (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015
Market Price on Valuation Date	$ 0.050		$ 0.050
Consultants
Stock Issued During Period, Shares, Issued for Services	850,000	100,000
Stock Issued During Period, Value, Issued for Services	$ 51,850	$ 51,000
Market Price on Valuation Date	$ 0.061	$ 0.51	$ 0.061
Allocated Share-based Compensation Expense	$ 51,850	$ 51,000
Founders of Subsidiary
Stock Issued During Period, Shares, Issued for Services			2,000,000
Stock Issued During Period, Value, Issued for Services			$ 800,000
Market Price on Valuation Date	$ 0.40		$ 0.40
Allocated Share-based Compensation Expense			$ 800,000

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Note - 4 Notes Payable

6 Months Ended

Jun. 30, 2015

Notes

Note - 4 Notes Payable

NOTE – 4 NOTES PAYABLE

As of June 30, 2015 and December 31, 2014, the Company had notes payable of $216,787 and $203,787, respectively, which were conventional debts due on demand without conversion feature. During the six months ended June 30, 2015, the Company had proceeds of $13,000 from notes payable with interest at a rate of 7% per annum.

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Note - 5 Convertible Notes: Convertible Debt (Details) - Jun. 30, 2015 - USD ($)	Total
Note 1
Principal Amount	$ 55,000
Due Date	Feb. 22, 2016
Interest Rate	10.00%
Conversion Price	55% of the lowest Trading Price during the twenty-five Trading Day period prior to the conversion date
Note 2
Principal Amount	$ 80,000
Due Date	Dec. 31, 2018
Interest Rate	10.00%
Conversion Price	50% of the average of the volume weighted average prices during the 5 trading days prior to conversion date
Note 3
Principal Amount	$ 7,292
Due Date	Nov. 18, 2015
Interest Rate	8.00%
Conversion Price	A price equal to the lesser of 75% of the lowest trade price during the 10 trading days prior to conversion date or $.25 per share

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Note - 5 Convertible Notes (Details) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Jan. 15, 2015	May. 28, 2014	Nov. 22, 2013
Convertible notes payable, net of discount of $47,228 and $2,853	$ 401,564			$ 401,564		$ 265,147
(Repayments to) convertible notes payable				5,000
Interest expense	21,042	$ 33,539		34,719	$ 67,899
Amortization of debt discounts				11,855	$ 50,309
Accrued liabilities	571,804			571,804		564,049
Reclassification of derivative liability to APIC				24,163
Private Placement
Convertible notes payable, net of discount of $47,228 and $2,853	230,000			230,000		230,000
Debt discount									$ 86,368
Interest expense			$ 8,095	7,984
Debt Instrument, Convertible, Conversion Price									$ 0.25
Class of Warrant, Outstanding									276,000
Exercise Price of Warrants									$ 0.25
Amortization of debt discounts				86,368
Third Party
Principal Amount	$ 12,500			$ 12,500
Interest Rate	7.00%			7.00%
Due Date				Jan. 08, 2016
Conversion Price				convert all or any portion of the Note into the common shares of the Company at a price of $.25 per share (the “Conversion Price”); provided, that if this Note has not been paid or prepaid or converted before the due date, the Conversion Price will be reduced to $.10 per share on the due date
Interest Expense, Debt				$ 434
Note II
Principal Amount							$ 124,000
Interest Rate							8.00%
Due Date				Oct. 20, 2015
Conversion Price				holder of the Note has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the common stock of the Company after 180 days upon commencement, at 58% of the Market Price, which means the average of the lowest three trading price during the ten trading days prior to the conversion date
Interest Expense, Debt				$ 4,512
Note II | Interest Expense
Accrued liabilities	$ 4,512			4,512
Convertible Notes Payable
Debt discount	125,998			125,998		2,853		$ 3,000
Principal Amount	$ 20,000			$ 20,000		25,000		$ 58,000
Interest Rate	12.00%			12.00%				8.00%
Interest expense				$ 1,190
Due Date				Mar. 02, 2015
Conversion Price				Note has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the common stock of the Company after 180 days upon commencement, at 58% of the Market Price, which means the average of the lowest three trading price during the ten trading days prior to the conversion date
Interest Expense, Debt				$ 1,186
Convertible Notes Payable | Conversion 1
Debt Conversion, Original Debt, Amount						$ 45,000
Convertible Notes Payable | Conversion 1 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued						1,002,777
Convertible Notes Payable | Conversion 2
Amortization of debt discounts				$ 2,853
Convertible Notes Payable | Conversion 2 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued				76,562
Convertible Notes Payable | Principal
(Repayments to) convertible notes payable				$ 5,000
Convertible Notes Payable | Principal | Conversion 2
Debt Conversion, Original Debt, Amount				13,000
Convertible Notes Payable | Interest
(Repayments to) convertible notes payable				1,272
Convertible Notes Payable | Interest | Conversion 2
Debt Conversion, Original Debt, Amount				$ 2,320

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Note - 5 Convertible Notes: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Derivative liabilities	$ 305,240	$ 15,668
Convertible Notes Payable
Derivative liabilities	135,000
Convertible Notes Payable | Fair value at the commitment dates
Derivative liabilities	245,431
Convertible Notes Payable | Fair value mark to market adjustment
Derivative liabilities	$ 59,809

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Note - 5 Convertible Notes: Fair Value Inputs, Liabilities, Quantitative Information (Details) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 10, 2015	Jun. 30, 2015
Fair Value	$ 245,431	$ 305,204
Market Price on Valuation Date		$ 0.050
Volatility Percentage		618.00%
Minimum
Term (Years)	9 months 4 days	7 months 24 days
Assumed Conversion Price	$ 0.025	$ 0.015
Market Price on Valuation Date	$ 0.050
Volatility Percentage	602.00%
Risk-free Rate	0.23%	0.28%
Maximum
Term (Years)	3 years 6 months 22 days	3 years 6 months 4 days
Assumed Conversion Price	$ 0.021	$ 0.038
Market Price on Valuation Date	$ 0.036
Volatility Percentage	394.00%
Risk-free Rate	1.15%	1.01%

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Note - 3 Related Party Transactions

6 Months Ended

Jun. 30, 2015

Notes

Note - 3 Related Party Transactions

NOTE – 3 RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2015 and 2014, the increase in accounts payable to related parties was $18,972 and $0, respectively. Accordingly, accounts payable to related parties were $85,439 and $66,467 as of June 30, 2015 and December 31, 2014, respectively.

Notes payable to related parties were $58,537 and $65,947 as of June 30, 2015 and December 31, 2014, respectively. The Company had proceeds from related parties’ loan in amount of $4,200 and repayments of $11,610 to related parties’ loan during the six months ended June 30, 2015. Neither proceeds nor repayments to related parties’ loan during the six months ended June 30, 2014. The funds borrowed from the Company’s related parties were to fund the Company’s daily operations.

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Note - 5 Convertible Notes: Schedule of Note Components Table TextBlock (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Proceeds	$ 191,500	$ 55,000
Less derivative liabilities on initial recognition	(305,240)		$ (15,668)
Convertible Notes Payable
Proceeds	142,292
Less derivative liabilities on initial recognition	(135,000)
Value of the Note on initial recognition	7,292
Add accumulated accretion expense	9,002
Balance as at June 30, 2015	$ 16,294

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Note 10 - Costs and Estimated Earnings On Uncompleted Contracts (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Details
Cost in excess of billings	$ 125,696	$ 0
Billings in excess of cost on uncompleted contracts	$ 0	$ 46,148

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UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 50,318	$ 9,230
Accounts receivable, net	88,606	75,143
Inventory	52,317	43,199
Cost in excess of billings	125,696	0
Other current assets	3,430	3,430
TOTAL CURRENT ASSETS	320,367	131,002
PROPERTY, PLANT AND EQUIPMENT, NET	200,979	223,189
TOTAL ASSETS	521,346	354,191
CURRENT LIABILITIES
Accounts payable	1,080,732	1,124,602
Accounts payable - related parties	85,439	66,467
Notes payable	216,787	203,787
Notes payable - related parties	58,537	65,947
Convertible notes payable, net of discount of $47,228 and $2,853	401,564	265,147
Accrued liabilities	571,804	564,049
Billings in excess of cost on uncompleted contracts	0	46,148
Derivative liabilities	305,240	15,668
TOTAL CURRENT LIABILITIES	2,720,103	2,351,815
LONG-TERM LIABILITIES
Convertible notes payable, net of discount of $78,769 and $0	1,231
TOTAL LONG-TERM LIABILITIES	1,231
TOTAL LIABILITIES	$ 2,721,334	$ 2,351,815
STOCKHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 25,000,000 shares authorized; none of which issued and outstanding as of June 30, 2015 and December 31, 2014, respectively
Common stock, $0.001 par value, 300,000,000 shares authorized, 100,705,275 and 97,348,713 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively	$ 100,705	$ 97,349
Additional paid in captial	5,964,868	4,984,037
Accumulated deficit	(8,265,561)	(7,079,010)
TOTAL STOCKHOLDERS' (DEFICIT)	(2,199,988)	(1,997,624)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 521,346	$ 354,191

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Note - 1 Basis of Presentation

6 Months Ended

Jun. 30, 2015

Notes

Note - 1 Basis of Presentation

NOTE – 1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim consolidated financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2014.

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Note - 7 Warrants: Schedule of Warrants, Fair Value Assumptions (Details) - Jun. 30, 2015 - USD ($)	Total
Market Price on Grant Date	$ 0.050
Warrant
Fair Value	$ 41,854
Fair Value Assumptions, Method Used	Black-Scholes valuation model
Warrant | 5/22/2015 Grant Date
Term (Years)	2 years
Exercise Price	$ 0.10
Market Price on Grant Date	$ 0.061
Volatility Percentage	342.00%
Risk-free Rate	0.65%

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Note - 7 Warrants: Schedule of Warrants, Fair Value Assumptions (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Warrants, Fair Value Assumptions

The warrants were valued at $41,854[SV3]  using the Black-Scholes valuation model on the grant date with the assumptions in the table below.

Grant Date	Term (Years)	Exercise Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
5/22/2015	2	$0.10	$0.061	342%	0.65%

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Note - 7 Warrants: Schedule of Warrants Outstanding (Details) - Warrant	6 Months Ended	12 Months Ended
	Jun. 30, 2015 $ / shares shares	Dec. 31, 2014 $ / shares shares
Warrants, Outstanding, Beginning Balance | shares	5,422,133
Outstanding, Weighted Average Exercise Price, Starting Balance	$ 0.37
Outstanding, Weighted Average Remaining Contractual Life	2 years 2 months 5 days	2 years 2 months 12 days
Granted | shares	700,000
Granted, Weighted Average Exercise Price	$ 0.10
Exercised | shares	0
Exercised, Weighted Average Exercise Price	$ 0
Expired | shares	0
Expired, Weighted Average Exercise Price	$ 0
Warrants, Outstanding, Ending Balance | shares	6,122,133	5,422,133
Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.34	$ 0.37
Exercisable	6,122,133
Exercisable, Weighted Average Exercise Price	$ 0.34
Exercisable, Weighted Average Remaining Contractual Life	2 years 2 months 5 days

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Note 9 - Fair Value Measurements: Assets and Liabilities, Fair Value Measurements, Recurring Basis (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Assets and Liabilities, Fair Value Measurements, Recurring Basis

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015:

		Fair Value Measurements at June 30, 2015
Description		(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability – 12/31/2014	$	-	$	-	$	15,668	$	15,668
Reclassification to APIC due to partial conversion						(24,163)		(24,163)
Debt discount due to derivative liabilities						135,000		135,000
Change in Derivative liabilities						178,73[d4] 5		178,73[SV5] 5
Derivative liability – 6/30/2015	$	-	$	-	$	305,240	$	305,240

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Note - 2 Going Concern

6 Months Ended

Jun. 30, 2015

Notes

Note - 2 Going Concern

NOTE – 2 GOING CONCERN

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. However, as June 30, 2015, the Company had an accumulated deficit and a working capital deficit. In addition, the Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management has taken certain actions and continues to implement changes designed to improve the Company’s consolidated financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including (a) utilization of outsourced build-to-order production; (b) expansion into new markets, (c) commercialization of patented products and; (c) significant reductions in lease costs. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations through December 31, 2015. As a result, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Portion
Debt discount	$ 47,228	$ 2,853
Non-Current Portion
Debt discount	$ 78,769	$ 0
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	300,000,000	300,000,000
Common Stock, shares issued	100,705,275	97,348,713
Common Stock, shares outstanding	100,705,275	97,348,713
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	25,000,000	25,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding

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Note - 12 Subsequent Events

6 Months Ended

Jun. 30, 2015

Notes

Note - 12 Subsequent Events

NOTE – 12 SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the followings:

On July 7, 2015, the holder of the convertible note of $7,292 elected to convert all principal and accrued interest into 511,760 shares of common stock of the Company.

On July 27, 2015, the Board of Directors of the Company approved the issuance of 700,000 shares of common stock, or 350,000 shares each, to two unrelated consultants for services rendered during the second quarter of 2015. The value of the shares was determined by the trading price of the Company’s common stock on the grant dates and recognized the expense during the second quarter of 2015. The total consulting expense of $26,350 has been included under accrued liabilities as of June 30, 2015.

During the third quarter of 2015, the holder of the KBM Note elected to convert the principal of $120,000 into 9,912,064 shares of common stock.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 13, 2015
Document and Entity Information:
Entity Registrant Name	CARDINAL RESOURCES, INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	0001520668
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		112,817,334
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	Q2
Trading Symbol	cdnl

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Note - 5 Convertible Notes: Convertible Debt (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Convertible Debt

Principal Amount	Due Date	Interest Rate	Conversion Price
$55,000	February 22, 2016	10%	55% of the lowest Trading Price during the twenty-five Trading Day period prior to the conversion date
$80,000	December 31, 2018	10%	50% of the average of the volume weighted average prices during the 5 trading days prior to conversion date
$7,292	November 18, 2015	8%	A price equal to the lesser of 75% of the lowest trade price during the 10 trading days prior to conversion date or $.25 per share

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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues
Sales	$ 227,688	$ (149,467)	$ 312,106	$ 44,552
Operating expenses
Cost of sales	185,472	335,118	329,922	486,643
Selling, general and administrative	211,635	374,825	1,194,918	655,842
Depreciation and amortization expense	11,105	13,065	22,210	24,901
Total operating expenses	408,212	723,008	1,547,050	1,167,386
Loss from operations	(180,524)	(872,475)	(1,234,944)	(1,122,834)
Other (expenses)
Interest expense	(21,042)	(33,539)	(34,719)	(67,899)
Loss on extinguishment of debt		(303,411)		(303,411)
Gain/loss due to changes in derivative liabilities		(12,038)	(178,736)	(12,038)
Other income (expenses)		(6,476)	261,848	(11,187)
Total other (expenses)	(191,283)	(355,464)	48,393	(394,535)
Net (loss)	$ (371,807)	$ (1,227,939)	$ (1,186,551)	$ (1,517,369)
(Loss) per common share
Basic net (loss) per common share	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.01)
Basic weighted average number of shares outstanding	100,369,011	88,066,578	100,057,019	87,549,328

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Note - 7 Warrants

6 Months Ended

Jun. 30, 2015

Notes

Note - 7 Warrants

NOTE – 7 WARRANTS

During the second quarter of 2015, the Company issued two-year warrants for the purchase of total 700,000 shares of the Company’s common stock in the aggregate at $0.10 per share for services.  

The warrants were valued at $41,854[SV3]  using the Black-Scholes valuation model on the grant date with the assumptions in the table below.

Grant Date	Term (Years)	Exercise Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
5/22/2015	2	$0.10	$0.061	342%	0.65%

The following table summarizes all warrant outstanding as of June 30, 2015, and the related changes during this period. 

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Stock Warrants
Balance at December 31, 2014		5,422,133	$	0.37	2.2
Granted		700,000	$	0.10	2
Exercised		0	$	0
Expired		0	$	0
Balance at June 30, 2015		6,122,133		0.34	2.18
Warrants Exercisable at June 30, 2015		6,122,133	$	0.34	2.18

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Note - 6 Capital Transactions

6 Months Ended

Jun. 30, 2015

Notes

Note - 6 Capital Transactions

NOTE – 6 CAPITAL TRANSACTIONS

During the first quarter of 2015, the Board of Directors of the Company approved to reduce the price per share on the subscription agreement, dated between April 30, 2014 and July 28, 2014 from $.40 to $.25 per share. Accordingly, the Company issued total 330,000 shares of common stock to the investors for the difference.[SV2]  Neither gain nor loss was recognized in connection with the issuance of 330,000 shares since it was part of the equity financing.

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Note - 7 Warrants: Schedule of Warrants Outstanding (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Warrants Outstanding

The following table summarizes all warrant outstanding as of June 30, 2015, and the related changes during this period. 

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Stock Warrants
Balance at December 31, 2014		5,422,133	$	0.37	2.2
Granted		700,000	$	0.10	2
Exercised		0	$	0
Expired		0	$	0
Balance at June 30, 2015		6,122,133		0.34	2.18
Warrants Exercisable at June 30, 2015		6,122,133	$	0.34	2.18

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Note - 5 Convertible Notes: Schedule of Derivative Liabilities at Fair Value (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

	Derivative Liabilities
Fair value at the commitment dates	$	245,431[d1]
Fair value mark to market adjustment		59,809
Balances as of June 30, 2015		305,240

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Note 10 - Costs and Estimated Earnings On Uncompleted Contracts

6 Months Ended

Jun. 30, 2015

Notes

Note 10 - Costs and Estimated Earnings On Uncompleted Contracts

NOTE – 10 COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company has three long term contract in progress at June 30, 2015.  Work has started on one additional long term contract that will have costs and earnings in the following periods:

Job	Bayelsa	CAM WATER	AquaSaludable	Total
Contract Revenues	$            6,300,000	$          27,808,820	$               265,542
Estimated COGS	$            5,104,961	$          17,720,883	$               177,515
Estimated Gross Profit	$            1,195,039	$          10,087,937	$                 88,027
Gross Margin	19%	36%	33%
COGS in 2013 & 2014	$            1,362,712	$               215,047	$                 22,630
COGS in 2015 Q1	$                 24,440	$                   8,257	$                 18,710	$       51,407
COGS in 2015 Q2	$                   1,319	$                 48,024	$               117,651	$     166,994
Total actual COGS	$            1,388,470	$               271,328	$               158,992	$     218,401 [SV6]
Percentage of completion	27%	2%	90%
Revenues - POC	$            1,713,502	$              425,786	$               237,833
Less: previously recognized	$           (1,711,875)	$                       -	$                (61,840)
Less: uncertainty in collectability *		(425,786)
Recognized in 2015	$                   1,627	$                         0	$               175,993	$     177,620 [SV7]

* The revenues from CAM WATER were delayed due to uncertainty in collectability

As of June 30, 2015 and December 31, 2014, the Company had cost in excess of billings in amount of $125,696 and $0, respectively, recorded in current assets.

As of June 30, 2015 and December 31, 2014, the Company had billings in excess of costs in amount of $0 and $46,148, respectively, recorded in current liabilities representing billings in excess of revenues recognized.

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Note 8 - Stock Issued For Services

6 Months Ended

Jun. 30, 2015

Notes

Note 8 - Stock Issued For Services

NOTE – 8 STOCK ISSUED FOR SERVICES

During the first quarter of 2015, the Board of Directors of the Company approved the issuance of 2,000,000 shares of common stock to the founders of the subsidiary as bonus. The value of the shares in amount of $800,000 was determined using the trading price of the Company’s common stock on the issuance date, or $.40 per share.  Accordingly, the Company calculated stock based compensation of $800,000 as its fair value and recognized the expense during the six months ended June 30, 2015.

During the first quarter of 2015, the Board of Directors of the Company approved the issuance of 100,000 shares of common stock to an unrelated consultant for services rendered during such quarter. The value of the shares in amount of $51,000 was determined using the trading price of the Company’s common stock on the issuance date, or $.51 per share. Accordingly, the Company calculated stock based compensation of $51,000 as its fair value and recognized the expense during the six months ended June 30, 2015.

During the second quarter of 2015, the Board of Directors of the Company approved the issuance of 850,000 shares of common stock to an unrelated consultant for services rendered during such quarter. The value of the shares in amount of $51,850 was determined using the trading price of the Company’s common stock on the issuance date, or $.061 per share. Accordingly, the Company calculated stock based compensation of $51,850 as its fair value and recognized the expense during the six months ended June 30, 2015.

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Note 9 - Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Notes

Note 9 - Fair Value Measurements

NOTE - 9 FAIR VALUE MEASUREMENTS

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Certain assets and liabilities are reported at fair value on a recurring or nonrecurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash and Cash Equivalents, Accounts Receivable, Accounts Payable and Accrued Liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

Derivatives

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015:

		Fair Value Measurements at June 30, 2015
Description		(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability – 12/31/2014	$	-	$	-	$	15,668	$	15,668
Reclassification to APIC due to partial conversion						(24,163)		(24,163)
Debt discount due to derivative liabilities						135,000		135,000
Change in Derivative liabilities						178,73[d4] 5		178,73[SV5] 5
Derivative liability – 6/30/2015	$	-	$	-	$	305,240	$	305,240

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Note - 11 Concentration and Risk

6 Months Ended

Jun. 30, 2015

Notes

Note - 11 Concentration and Risk

NOTE – 11 CONCENTRATION AND RISK

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral to support such receivables. For international sales the Company requires financial payment guarantees such as Letters of Credit or Sovereign Guarantees. Based on a number of factors the Company may require credit insurance.  The Company has enrolled in an Accounts Receivable Insurance program for new export sales.

During six months ended June 30, 2015, three customers comprised approximately 74% of total revenue. During six months ended June 30, 2014, two customers composed approximately 99% of total revenue.

During six months ended June 30, 2015 and 2014, there was no significant concentration in vendors.

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Note - 7 Warrants (Details)	6 Months Ended
	Jun. 30, 2015 shares
Warrant
Shares Issued	700,000

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Note - 5 Convertible Notes: Schedule of Note Components Table TextBlock (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Note Components Table TextBlock

The Note	6/30/2015
Proceeds	$	142,292
Less derivative liabilities on initial recognition	$	(135,000)
Value of the Note on initial recognition		7,292
Add accumulated accretion expense		9,002
Balance as at June 30, 2015	$	16,294

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Note - 3 Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Details
Increase (decrease) in Accounts payable - related parties	$ 18,972	$ 0
Accounts payable - related parties	85,439		$ 66,467
Notes payable - related parties	58,537		$ 65,947
Proceeds from notes payable - related parties	4,200
(Repayments to) notes payable - related parties	$ 11,610

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Note - 11 Concentration and Risk (Details)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Sales | Customer Concentration Risk
Concentration Risk, Percentage	74.00%	99.00%
Cost of Goods, Total | Supplier Concentration Risk
Concentration Risk, Percentage	0.00%	0.00%

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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (1,186,551)	$ (1,517,369)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	22,210	24,901
Amortization of debt discounts	11,855	50,309
Loss on extinguishment of debt		303,411
Gain/loss due to changes in derivative liabilities	178,736	12,038
Common stock issued for services	902,850	200,000
Warrants granted for services	41,854
Changes in operating assets and liabilities:
Accounts receivable	(13,463)	(12,121)
Inventory	(9,118)
Accounts payable	(43,870)	233,850
Accounts payable - related parties	18,972	0
Cost in excess of billings	(125,696)
Billings in excess of cost on uncompleted contracts	(46,148)
Accrued liabilities	10,075	121,540
Notes payable - operation related	87,292
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(151,002)	(583,441)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(11,055)
NET CASH (USED IN) INVESTING ACTIVITIES		(11,055)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	13,000
Proceeds from notes payable - related parties	4,200
(Repayments to) notes payable - related parties	(11,610)
Proceeds from convertible notes payable	191,500	55,000
(Repayments to) convertible notes payable	(5,000)
Proceeds from options exercises		22,378
Proceeds from sales of common stock		165,000
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	192,090	242,378
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	41,088	(352,118)
CASH AND CASH EQUIVALENTS:
Beginning of year	9,230	545,714
End of year	$ 50,318	$ 193,596
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest
Supplemental disclosures of non-cash investing and financing activities:
Debt discount issued with convertible notes	$ 135,000	$ 58,000
Shares issued for conversion of debt, including accrued interest	15,320
Relcassification of derivative liability to APIC	$ 24,163
Stock issued to settle partial accrued salaries		111,015
Stock issued to settle related parties notes		$ 19,038

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Note - 5 Convertible Notes

6 Months Ended

Jun. 30, 2015

Notes

Note - 5 Convertible Notes

NOTE – 5 CONVERTIBLE NOTES

As of June 30, 2015 and December 31, 2014, the Company had outstanding balances on its convertible notes in the amount of $401,564 and $265,147, respectively, net of discounts of $125,997 and $2,853, respectively. The detailed terms were set forth as follows:

(A)  Convertible Notes Payable

As of June 30, 2015 and December 31, 2014, the Company had convertible notes payable in amount of $20,000 and $25,000, respectively, which would be converted automatically upon the completion of a Qualified Financing at a conversion price based upon the Qualified Financing.  The amounts were in default and due on demand as of June 30, 2015, with interest at a rate of 12%. During the six months ended June 30, 2015, principal of $5,000 plus accrued interests of $1,272 were repaid in cash, and interest expense of $1,190 was recorded, which was included under accrued liabilities as of June 30, 2015.

During the six months ended June 30, 2015, the Company issued a convertible note of $12,500 to a third party, which bears interest at a rate of 7% per annum and due on January 8, 2016. At any time while this Note is outstanding, the holder of this Note may convert all or any portion of the Note into the common shares of the Company at a price of $.25 per share (the “Conversion Price”); provided, that if this Note has not been paid or prepaid or converted before the due date, the Conversion Price will be reduced to $.10 per share on the due date. The Company recorded interest expense of $434 related to this Note during the six months ended June 30, 2015. The interest expense of $434 has been included under accrued liabilities as of June 30, 2015.

 On November 22, 2013, the Company completed a private placement pursuant to which the Company issued a convertible promissory note to certain accredited investors, which notes are convertible into shares of our common stock at $0.25 per share. In addition, the Company granted to the same investors’ three year warrants to purchase an aggregate of 276,000 shares of the Company’s common stock at $0.25 per share. As a result, the Notes were discounted in the amount of $86,368 due to the intrinsic value of the beneficial conversion option and relative fair value of the warrants. As of June 30, 2015 and December 31, 2014, the aggregate carrying value of the Notes was $230,000 and $230,000, respectively. The discount of $86,368 to the convertible notes was amortized in full. As of June 30, 2015, the Notes were in default and due on demand.

During the six months ended June 30, 2015 and 2014, the Company recorded interest expense related to the Notes in amount of $7,984 and $8,095, respectively, which was included under accrued liabilities as of June 30, 2015 and 2014, respectively.

On January 15, 2015, the Company issued a convertible promissory note of $124,000 (the “Note II”) to a third party. The Note bears an interest rate of 8% per annum and is due on October 20, 2015, pursuant to which the holder of the Note has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the common stock of the Company after 180 days upon commencement, at 58% of the Market Price, which means the average of the lowest three trading price during the ten trading days prior to the conversion date. Due to the restriction period for conversion, the Company has determined the Note II is considered to be conventional debt until July 14, 2015. The Company recorded interest expense of $4,512 related to the Note II during the six months ended June 30, 2015. The interest expense of $4,512 has been included under accrued liabilities as of June 30, 2015.

(B)  Convertible Notes Payable – Derivative liabilities

On May 28, 2014, the Company issued a convertible promissory note of $58,000 with an original issue discount of $3,000 (the “Note”) to a third party. The Note bears an interest rate of 8% per annum and is due on March 2, 2015, pursuant to which the holder of the Note has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the common stock of the Company after 180 days upon commencement, at 58% of the Market Price, which means the average of the lowest three trading price during the ten trading days prior to the conversion date. During the year ended December 31, 2014, a portion of the principal in amount of $45,000 was converted into 1,002,777 shares of common stock. The remaining balance of $13,000 plus accrued interest of $2,320 were converted into 76,562 shares on January 6, 2015. Accordingly, the related debt discounts of $2,853 were amortized in full and the related derivative liability of $24,163 was reclassified to additional paid in capital.

During the second quarter of 2015, the Company issued convertible promissory notes with derivative liabilities totaled of $142,292, the detailed terms of which were set forth as follows:

Principal Amount	Due Date	Interest Rate	Conversion Price
$55,000	February 22, 2016	10%	55% of the lowest Trading Price during the twenty-five Trading Day period prior to the conversion date
$80,000	December 31, 2018	10%	50% of the average of the volume weighted average prices during the 5 trading days prior to conversion date
$7,292	November 18, 2015	8%	A price equal to the lesser of 75% of the lowest trade price during the 10 trading days prior to conversion date or $.25 per share

The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Therefore, the fair value of the derivative instruments have been recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts will be accreted from the issuance date to the maturity date of the Notes. The change in the fair value of the derivative liabilities will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. The fair value of the embedded derivative liabilities were determined using the Black-Scholes valuation model on the issuance dates with the assumptions in the table below.

	Derivative Liabilities
Fair value at the commitment dates	$	245,431[d1]
Fair value mark to market adjustment		59,809
Balances as of June 30, 2015		305,240

Reporting Date	Fair Value	Term (Years)	Assumed Conversion Price	Market Price on Valuation Date	Volatility Percentage	Risk-free Rate
5/22 – 6/10, 2015	$245,431	0.76 - 3.56	$0.025 - $0.021	$0.050 - $0.036	602 - 394%	0.23% - 1.15%
6/30/2015	$305,204	0.65 - 3.51	$0.015 - $0.038	$0.050	618%	0.28% - 1.01%

As of June 30, 2015, the carrying value of the Notes were $16,294, net of debt discounts of $125,998. The Company recorded interest expense of $1,186 related to the Notes and amortization of debt discounts in the amount of $9,002 during the six months ended June 30, 2015. The interest expense of $1,186 has been included under accrued liabilities as of June 30, 2015.

The Note	6/30/2015
Proceeds	$	142,292
Less derivative liabilities on initial recognition	$	(135,000)
Value of the Note on initial recognition		7,292
Add accumulated accretion expense		9,002
Balance as at June 30, 2015	$	16,294

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Note - 4 Notes Payable (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Notes payable	$ 216,787	$ 203,787
Proceeds from notes payable	$ 13,000
Notes Payable, Other Payables
Interest Rate	7.00%

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Note 9 - Fair Value Measurements: Assets and Liabilities, Fair Value Measurements, Recurring Basis (Details)	6 Months Ended
	Jun. 30, 2015 USD ($)
Derivative liabilities, beginning balance	$ 15,668
Reclassification to APIC due to partial conversion	(24,163)
Debt discount due to derivative liabilities	135,000
Change in Derivative liabilities	178,735
Derivative liabilities, ending balance	305,240
FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationPeriodIncreaseDecrease	178,735
Fair Value, Inputs, Level 1
Derivative liabilities, beginning balance	0
Derivative liabilities, ending balance	0
Fair Value, Inputs, Level 2
Derivative liabilities, beginning balance	0
Derivative liabilities, ending balance	0
Fair Value, Inputs, Level 3
Derivative liabilities, beginning balance	15,668
Reclassification to APIC due to partial conversion	(24,163)
Debt discount due to derivative liabilities	135,000
Change in Derivative liabilities	178,735
Derivative liabilities, ending balance	305,240
FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationPeriodIncreaseDecrease	$ 178,735

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Note - 5 Convertible Notes: Fair Value Inputs, Liabilities, Quantitative Information (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Fair Value Inputs, Liabilities, Quantitative Information

Reporting Date	Fair Value	Term (Years)	Assumed Conversion Price	Market Price on Valuation Date	Volatility Percentage	Risk-free Rate
5/22 – 6/10, 2015	$245,431	0.76 - 3.56	$0.025 - $0.021	$0.050 - $0.036	602 - 394%	0.23% - 1.15%
6/30/2015	$305,204	0.65 - 3.51	$0.015 - $0.038	$0.050	618%	0.28% - 1.01%