UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2016ended: March 31, 2017

OR

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

For the transition period fromto

Commission file number                  File Number:

000-55564

KT HIGH-TECH MARKETING, INC.

(Exact name of registrant as specified in its charter)

GRANT HILL ACQUISITION CORPORATION

(Former name of registrant as specified in its charter)

14440 Big Basin Way #12,

Saratoga, California 95070

(Address of Principal Executive Offices)principal executive offices)

408-663-5247

(Registrant’s Telephone Number)Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)N/A

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

Yesx 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-212b- 2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

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

YesYes  ¨ Nox    No¨

Indicate the numberAs of May 12, 2017, there were 27,264,000 shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.Common Stock, $0.0001 par value, issued and outstanding.

FINANCIAL STATEMENTSTABLE OF CONTENTS

KT HIGH-TECH MARKETING, INC.

CONDENSED BALANCE SHEETS

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

KT HIGH-TECH MARKETING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)(Unaudited)

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

KT HIGH-TECH MARKETING, INC.

STATEMENTCONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)(Unaudited)

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

KT HIGH-TECH MARKETING, INC.

Notes to Unaudited Financial Statements

NOTE 1              NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTES TO CONDENSED FINANCIAL STATEMENTS

NATURE OF OPERATIONS(UNAUDITED)

KT High-Tech Marketing, Inc. (the "Company") was incorporatedonincorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders, fillingfiling a registration statement on Form 10 to register its class of common stock and effecting a change in control.

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed financial statements. Suchaccompanying unaudited condensed financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”) were omitted pursuant tofor interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such rulesstatements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of March 31, 2017 and regulations.for the three months ended March 31, 2017 and 2016. The results of operations for the ninethree months ended September 30, 2016,March 31, 2017 are not necessarily indicative of the operating results to be expected for the full year ending December 31, 2016.2017 or any other period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2016 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 30, 2017.

LIQUIDITY AND FINANCIAL CONDITION

The Company incurred net losses of $152,497 and $1,400 for three months ended March 31, 2017 and 2016, respectively. At March 31, 2017, the Company’s working capital and accumulated deficit were $2,362,224 and $191,575, respectively. The Company has not yet achieved profitability and it is expected that its operating expenses will continue to increase and, as a result, the Company will eventually need to generate significant revenues to achieve profitability.

The Company believes that its existing cash will be sufficient to fund our current business operations for at least the next twelve months from the date of this filing. However, in order for the Company to execute its sales and marketing strategy, the Company will need to raise additional capital. The Company has not secured any commitment for new financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its sales and marketing initiatives and take additional measures to reduce costs in order to conserve its cash.

KT HIGH-TECH MARKETING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

USE OF ESTIMATES

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the datedates of the condensed financial statements and the reported amounts of revenuesrevenue and expenses during the reporting periods. ActualThe Company’s significant estimates and assumptions include the fair value of the Company’s stock and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results couldto differ from those estimates.

CASH

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has $380 cash equivalents as of September 30, 2016.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2016.

KT HIGH-TECH MARKETING, INC.

Notes to Unaudited Financial Statements

INCOME TAXES

Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

NET LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted lossearnings per common share reflectreflects the potential dilution that could occur if securities or other contractsinstruments to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity.stock. As of September 30,March 31, 2017 and December 31, 2016, there arewere no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting formeasures the fair value measurements of financial assets and financial liabilities based on the guidance of ASC 820 “Fair Value Measurements and forDisclosures” (“ASC 820”).

ASC 820 defines fair value measurements of nonfinancial itemsas the exchange price that are recognizedwould be received for an asset or disclosed at fair valuepaid to transfer a liability (an exit price) in the unaudited condensed financial statementsprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidancedate. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that prioritizes the inputs to valuation techniquesmay be used to measure fair value. The hierarchy gives the highest priority to unadjustedvalue:

Level 1 — quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than— quoted prices included within Level 1for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly.

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs for the asset or liability. based on assumptions)

The carrying amounts of financial assets such as cashreceivables and accrued liabilities approximate their fair values because ofvalue due to the short maturityshort-term nature of these instruments.

KT HIGH-TECH MARKETING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

RECENT ACCOUNTING PRONOUNCEMENTPRONOUNCEMENTS

On November 20, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes.” The FASB issued ASU-2015-17-Income Taxes. The Board is issuing this UpdateASU as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative)“Simplification Initiative”). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP)GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this UpdateASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, theASU. The amendments in this UpdateASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still inadoption of this standard did not have a material impact on the process of evaluating future impact of adopting this standard.Company’s condensed financial statements.

KT HIGH-TECH MARKETING, INC.As of March 31, 2017 and December 31, 2016, the Company’s receivable from related party of $35,634 and $26,034, respectively, was associated with certain professional fees that were payable by KULR Technology Corporation, a Delaware corporation (“KULR”). The Company’s President, CEO, director and controlling shareholder, Michael Mo, is a co-founder and CEO of KULR. See Note 4 - Note Receivable - Related Party for additional details.

Notes

During the three months ended March 31, 2017, the Company loaned an aggregate of $200,000 to Unaudited Financial StatementsKULR.

On September 12, 2015,March 31, 2017, in connection with the Financial Accounting Standards Board ("FASB")Company’s loan to KULR, KULR issued Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and Improvements. The amendments in this Update cover a wide range of Topics in the Codification. The amendments in this Update represent changes to make minor corrections or minor improvements to the CodificationCompany a promissory note in principal amount of $300,000 (the “Promissory Note”), of which, $200,000 had been loaned as of March 31, 2017 and the remaining $100,000 was loaned on April 25, 2017. The Promissory Note carries an interest rate equal to 8% per annum, which accrued interest and principal are due and payable on March 31, 2018. As of March 31, 2017, the Company accrued interest receivable related to the Promissory Note of $2,139.

In connection with the Company’s loan to KULR, the Company determined that areit had a variable interest in KULR. However, the Company determined that it was not expectedthe primary beneficiary of KULR because the Company and its related party share power over KULR because the Company and its related party only have (a) an aggregate ownership interest of 38% of KULR on a fully-diluted basis; and (b) 50% of the Board representation of KULR. The Company’s maximum exposure to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This Accounting Standards Updateloss is the final version of Proposed Accounting Standards Update 2014-240-Technical Correctionsprincipal and Improvements, which has been deleted. Transition guidance varies based on the amendmentsinterest disclosed in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years,Note 3 and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. Management is in the process of assessing the impact of this ASU on the Company's financial statements.Note 4.

On April 30, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or "drops down") net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The objective of this Update is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-220 Income Statement Extraordinary Items (Subtopic 225-20), which has been deleted. Effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

KT HIGH-TECH MARKETING, INC.

Notes to Unaudited Financial Statements

NOTE 2             GOING CONCERN

The Company has not yet generated any revenue since inceptionand KULR entered into a non-binding letter of intent (the “LOI”) on October 31, 2016 setting forth the parties’ understanding to negotiate a definitive agreement with respect to a proposed transaction (the “Proposed Transaction”) by which the Company would acquire KULR. In connection with the loan, the Company and KULR agreed to extend the targeted closing date and has sustained operating loss of $6,919 from inception (December 11, 2015)for the Proposed Transaction set forth in the LOI to September 30, 2016. The Company had working capital deficit of $3,120. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.May 31, 2017.

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

NOTE 3            ACCRUED LIABILITIES

As of September 30,March 31, 2017 and December 31, 2016, the Company had anaccrued liabilities of $9,984 and $13,494, respectively. The Company’s accrued liabilities consisted of accrued professional fee of $3,500.fees and travel expenses.

KT HIGH-TECH MARKETING, INC.

NOTE 4             STOCKHOLDERS' DEFICITNOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

On December 11, 2015,During the three months ended March 31, 2017, the Company issued 20,000,000 founders common stocksold to two directors and officers. The Company is authorized to issue 100,000,000 sharesinvestors an aggregate of common stock and 20,000,000 shares of preferred stock. As of September 30, 2016, 23,800,000 shares of common stock and no preferred stock were issued and outstanding.

On April 17, 2016, the Company effected the following transactions to effect a change of control:

The Company redeemed 19,400,000 of the 20,000,000 outstanding shares of common stock pro rata from the two shareholders thereof.

The then current officers and directors of the Company resigned and new officers and directors were elected.

On April 18, 2016, the Company issued 20,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 97% of the total outstanding 20,600,000 shares of common stock to Michael Mo, the newly elected sole officer and director.

From April 19, 2016, and continuing thereafter, the Company issued a total of 3,800,0002,260,000 shares of its common stock at par value pursuant to executed subscription agreements under a Regulation D offering,price of which 85,000 shares were issued to related parties. A total$1.00 per share for aggregate proceeds of $380.00 was received by$2,260,000. In addition, during the three months ended March 31, 2017, the Company asissued an aggregate consideration paid for these 3,800,000of 224,000 shares issued at par value.of common stock in connection with deposits received in 2016 from investors in the aggregate amount of $224,000.

NOTE 5             SUBSEQUENT EVENTSubsequent to March 31, 2017, the Company received an aggregate of $320,000 in connection with sales of common stock to various investors a price of $1.00 per share. In connection with the sales, the Company issued an aggregate of 320,000 shares of common stock to the investors.

Management has evaluated subsequent events through NovemberMay 15, 2016,2017, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016March 31, 2017 have been incorporated into these consolidated financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”"Subsequent Events".

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATION

In this report, unless the context indicates otherwise, the terms "Company," "we," "us," and "our" refer to KT High-Tech Marketing Inc., a Delaware corporation.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

KT high-TechHigh-Tech Marketing, Inc. (the "Company") was incorporated ooon December 11, 2015 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.

Since inception the Company's operations to date of the period covered by this report have been limited to issuing shares of common stock to its original shareholders, filing a registration statement on Form 10 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock and effecting a change in control of the Company on April 17, 2016.

The Company has limited operation procuring and distributing IT productions in US and overseas. The Company has raised $380 from 40 shareholders at par value duringfrom April to May, 2016. On October 5, 2016, the quarter.Company’s registration on Form S-1 of a direct public offering to investors was declared effective by the SEC. The registration prospectus covered the offer and sale of 3,800,000 shares of common stock of the Company, representing 3,000,000 shares of common stock offered by the Company and 800,000 shares of common stock offered by the shareholders. The Company has been preparing its S-1 registration statement during quarter to be filed with SEC to conductand the selling shareholders will offer their shares, respectively, at a direct shareprice of $1.00 per share. The offering to investors.is ongoing.

The Company plans to market and distribute technology products. The Company intends to market and sell these products to end users and customers based on agreements that it plans to enter into other companies that allow the Company to distribute products.

The Company has identified three growth markets (IoT, Mobile and Energy Storage) in consumer electronics and energy markets to target initially. The Company plans to work closely with supply partners to provide the latest technology and products in these three markets to serve its customers.

The Company plans to focus on products that have very compact designs and come with highly efficient thermal management designs. Better thermal management designs make the product more reliable and safer to operate. A compact design is more attractive for the end user.

Devices which the Company intends to distribute are the following: HD Security Cameras, Virtual Reality (VR) and Augment Reality (AR) glasses, drones accessory devices, connected car accessories and smart home devices.

Marketing and sales of Internet of Things (IoT), Mobile and Energy Storage Devices will occur in the United States and the Greater China Region.

Mobile devices include: Smartphone modules for consumer and industrial applications, tablet computers for business application and 3/4G modules for machine-to-machine (M2M) applications. Energy storage devices include: Lithium-Ion Battery (LiB) pack for electrical bike, LiB pack for industrial machine application and medical equipment applications.

The Company believes that today's consumers value choice, not just in terms of the variety of products on offer, but also in the channels where they can buy them. Whereas the internet allows the increasingly-savvy consumer to research products from home at his/her leisure in terms of functionality, more importantly, it also allows him/her to find the best deal in terms of price. Store-based retailing, on the other hand, offers consumers expert advice. The Company will provide both online and in-store product marketing materials for its partners and retail channels to reach and educate its customers.

DuringRecent Developments

Between November 2016 and April 2017, the quarter from July 1^st, 2016 through September 30,Company sold to various investors an aggregate of 2,824,000 shares of its Common Stock. The gross proceeds to the Company were $2,824,000.

The Company intends to use the proceeds of the offering (the “Proceeds”) to continue its efforts towards marketing and distributing technology products. Although the Company does not have definitive agreements in place, the Company has identified three growth markets (IoT, Mobile and Energy Storage) in consumer electronics and energy markets to target. The Company will focus on products that have very compact designs and come with highly efficient thermal management designs. Better thermal management designs make the product safer and more reliable to operate. The Company plans to work closely with supply partners to provide the latest technology and products in these three markets to serve its customers.

On May 6, 2016, the Company has been working on its S-1 registration statemententered into a relationship with Tokyo, Japan-based E3 Enterprise (“E3” or “E3 Enterprise”) pursuant to a non-binding letter of intent (“E3 LOI”). Pursuant to the SEC. TheE3 LOI, the parties express a desire for the Company commences now commercial activities during this time. The Company has been in discussions with a number high-tech product vendors to market and distribute theirE3 Internet of Things products in the US and Asia. No formalNorth American markets exclusively. Although the E3 LOI contemplated a closed transaction by December 2016, the parties are presently working in good faith to negotiate a final binding agreement, has been established. The Company does not expect formal agreements toalthough no assurances can be reached with suppliers and distribution partners until its S-1 registration statement becomes effective andmade that such an agreement will be reach (or when it raises financing through S-1 registration.will be reached).

As of September 30,On October 31, 2016, the Company entered into a non-binding Letter of Intent (the “KULR LOI”) with KULR Technology Corporation, a Delaware corporation (“KULR”). The LOI outlines the terms of a potential transaction with KULR under which the Company would acquire all of the issued and outstanding capital stock of KULR in exchange for the issuance, to KULR’s shareholders, of new common stock constituting a majority of the Company’s issued and outstanding capital stock post-closing. KULR is a private technology firm that owns proprietary carbon fiber based (Carbon Fiber Velvet or “CFV”) thermal management solutions that are more effective at storing, conducting, and dissipating waste heat generated by an electronic system’s internal components in comparison to traditional materials such as copper and aluminum. The Company’s President, CEO, and director, Michael Mo, is a co-founder and CEO of KULR. Although, no assurances can be made that a transaction with KULR will take place, the negotiations are ongoing and KULR has committed to deal exclusively with the Company regarding any potential merger, acquisition, or similar transaction until February 10, 2017, which date has been mutually extended to March 31, 2017.

On March 31, 2017, KULR issued to the Company a Promissory Note in principal amount of $300,000 (the “Promissory Note”), of which, $200,000 had been loaned as of March 31, 2017 and the remaining $100,000 was loaned on April 25, 2017. The Promissory Note carries an interest rate equal to 8% per annum, which accrued interest and principal are due and payable on March 31, 2018. In connection with the loan, the Company and KULR agreed to extend the targeted closing date for the Proposed Transaction set forth in the KULR LOI to May 31, 2017. As of the date of this report, no definitive agreement contemplated by the KULR LOI has been executed and no assurance can be made that such an agreement would be executed or, if executed, the transaction contemplated thereby would close.

Results of Operations

Three Months Ended March 31, 2017 Compared with Three Months Ended March 31, 2016

Operating Expenses

For the three months ended March 31, 2017, operating expenses increased $154,660, or 10,947%, as compared to the three months ended March 31, 2016. For the three months ended March 31, 2017, operating expenses consisted of legal and professional of $69,650, marketing and promotion of $39,040, travel of $29,279, rent of $14,686 and office and other miscellaneous expenses of $2,005. For the three months ended March 31, 2016, operating expenses consisted of legal and professional of $1,000, and office and other miscellaneous expenses of $400.

Interest Income

For the three months ended March 31, 2017, interest income was $2,163 which was primarily due to interest earned associated with our note receivable from KULR.

Liquidity and Capital Resources

Liquidity

We measure our liquidity in a number of ways, including the following:

We reported net losses of $152,497 and $1,400 for the three months ended March 31, 2017 and 2016, respectively. At March 31, 2017, our accumulated deficit was $191,575. We have not generatedyet achieved profitability. We expect that our operating expenses will continue to increase and, as a result, we will eventually need to generate significant revenues andto achieve profitability. We may never achieve profitability.

During the three months ended March 31, 2017, we received an aggregate of $2,260,000 of proceeds from the sale of common stock. At March 31, 2017, we had no income ora cash flowsbalance of $2,068,924. Subsequent to March 31, 2017, the Company received an aggregate of $320,000 in connection with sales of common stock to various investors a price of $1.00 per share. In connection with the sales, the Company issued an aggregate of 320,000 shares of common stock to the investors. We believe that our existing cash, which includes the proceeds from our sale of common stock, will be sufficient to fund our current business operations since inception.for at least the next twelve months from the date of this filing.

Net Cash Used in Operating Activities

We experienced negative cash flow from operating activities for the three months ended March 31, 2017 in the amount of $204,257. The Company had sustainednet cash used in operating activities for the three months ended March 31, 2017 was primarily due to cash used to fund a net loss of $2,857$152,497 plus $51,760 of cash used to fund changes in the levels of operating assets and had an accumulated deficit of $6,919liabilities. There was no net cash used in operating activities for the sixthree months ended March 31, 2016.

Net Cash Used in Investing Activities

Net cash used in investing activities during the three months ended March 31, 2017 was $200,000 which was attributable to the issuance of a note receivable to KULR. There was no cash used in investing activities for the three months ended March 31, 2016.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the three months ended March 31, 2017 was $2,260,000 which was attributable to proceeds from the sale of common stock. There was no cash provided by financing activities for the three months ended March 31, 2016.

Critical Accounting Policies and Estimates

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 30, 2017. Please refer to that document for disclosures regarding the critical accounting policies related to our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recently Issued Accounting Pronouncements

On November 20, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes.” The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards (the “Simplification Initiative”). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of September 30, 2016, respectively.

the beginning of an interim or annual reporting period. The Company's independent auditorsadoption of this standard did not have issued a report raising substantial doubt aboutmaterial impact on the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent uponCompany’s condensed financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Companystatements.

Management will pay all expenses incurred by the Company. There is no expectation of repayment for such expenses.

ITEMItem 3. Quantitative and Qualitative Disclosures About Market Risk.

InformationThe Company is a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to be filedprovide the information required by Smaller reporting companies.this Item.

ITEMItem 4. Controls and Procedures. Disclosures and Procedures

Pursuant to Rules adopted byEvaluation of Disclosure Controls and Procedures

Our management has evaluated, under the Securitiessupervision and Exchange Commission,with the Company carried out an evaluationparticipation of our principal executive and principal financial officers, the effectiveness of the design and operation of itsour disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the supervisionSecurities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our principal executive and with the participationfinancial officers concluded that, as of the Company's principal executive officer (who was alsoend of the principal financial officer).

Based upon that evaluation, he believes thatperiod covered by this report, due to the Company'sinadequate recordation of certain transactions and communication of those transactions to those integral to our disclosure procedures, our disclosure controls and procedures arewere not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensureensuring that information required to be disclosed by an issuer in theour Exchange Act reports that it files or submits under the Act is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to the issuer'sour management, including itsour principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that hashave materially affected, or isare reasonably likely to materially affect, the Company'sour internal control over financial reporting.

PART II —II. OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

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

During the past three years, the Company has issued 23,800,000 common shares pursuant to Section 4(2)Item 2. Unregistered Sales of theEquity Securities Actand Use of 1933 at par as follows:Proceeds.

On December 11, 2015, the Company issued the following sharesRecent Sales of its common stock:Unregistered Securities

None.

To eachPurchases of its then two officersEquity Securities by the Issuer and directors 10,000,000 shares of common stock for a total aggregate outstanding of 20,000,000. On April 17, 2016, an aggregate of 19,400,000 shares of the outstanding 20,000,000 was redeemed pro rata from the two shareholders.Affiliated Purchasers

On April 18, 2016, the Company issued 20,000,000 shares to Michael Mo, the current sole officer and director of the Company.None.

During April and May of 2016, the Company issued 3,800,000 shares to forty shareholders at par value to raise $380.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.

Not applicable.None.

ITEMItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Mine Safety Disclosures

Not applicable.Applicable.

ITEMItem 5. OTHER INFORMATIONOther Information.

(a)    Not applicable.

(b)    Item 407(c)(3) of Regulation S-K:

During the quarter covered by this Report, thereThere have not been anyno material changes to the procedures by which our security holders may recommend nominees to the Boardboard of Directors.directors.

ITEMItem 6. EXHIBITSExhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this quarterly report to be signed on its behalf by the undersigned thereuntohereunto duly authorized.

Dated:  November 15, 2016