Grey Fox 10K 2015 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2015

o 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. 333-181683

GRAY FOX PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

NEVADA	99-0373721
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

3333 Lee Parkway, Suite 600

Dallas, Texas 75219

(Address of principal executive offices)

(214) 665-9564

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x Yes o No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $6,880,100.

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of June 25, 2015, was 37,994,889 shares.

Table of Contents

PART I	4

Item 1. Business	4

Item 1A. Risk Factors	4

Item 1B. Unresolved Staff Comments	4

Item 2. Properties	4

Item 3. Legal Proceedings	5

Item 4. Mine Safety Disclosures	5

PART II	6

Item 5. Market Price For Registrant’s Common Equity, Related Stockholder Matters	6

Item 6. Selected Financial Data	7

Item 7. Management’s Discussions and Analysis of Financial Condition and Results of Operations	7

Results of Operations	7

Item 7A. Quantitative and Qualitative Disclosure About Market Risk	11

Item 8. Financial Statements and Supplementary Data	12

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25

Item 9A. Controls and Procedures	25

Item 9B. Other Information	26

PART III	27

Item 10. Directors, Executive Officers and Corporate Governance	27

Item 11. Executive Compensation	29

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30

Item 13. Certain Relationships and Related Transactions, and Director Independence	30

Item 14. Principal Accounting Fees and Services	31

PART IV	32

Item 15. Exhibits, Financial Statement Schedules	32

Signatures	33

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate and competition within our chosen industry. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly announce revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

In this Form 10-K references to “the Company”, “we,” “us,” and “our” refer to Gray Fox Petroleum Corp., a Nevada corporation.

ITEM 1. BUSINESS

Background

Gray Fox Petroleum Corp. (formerly Viatech Corp.) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, however, the Company abandoned its plans to enter into the interior design and architectural visualization business and the majority stockholder sold his interest in the Company.

A complete history of the Company between May 31, 2013 and March 31, 2014 can be found in Item 1 of our Annual Report on Form 10-K filed on June 27, 2014 and is hereby incorporated by reference.

As is more thoroughly described in Note 9 to the financial statements, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Additionally, DB Capital merged with Gray Fox Petroleum Corp. on April 3, 2015 by transferring a 70% interest in two non-controlling interests to Gray Fox, distributing the controlling interest in Gray Fox and the remaining 30% interest in the restaurants to Daniel Sobolewski and dissolving DB Capital Corp.

This Annual Report on Form 10-K recounts the history of Gray Fox Petroleum Corp. as a potential oil and gas producer, but it should be read in connection with the change in control and merger described in Note 9 to the financial statements.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this Item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Headquarters

As of March 31, 2015, the Company’s administrative offices are located at 3333 Lee Parkway, Suite 600, Dallas, Texas 75219. We occupy approximately 180 square feet of office space under a lease that expires May 31, 2015 and includes an option for us, at our discretion, to renew the lease for up to 12 months beyond that date.

West Ranch Prospect

On December 2, 2013, Gray Fox completed the acquisition of 22 separate oil and gas leases issued by the BLM from FFMJ, LLC. The expiration dates of the Leases range from March 31, 2016 to July 31, 2017. The Leases exclude well or lease bonds in place with the Nevada Division of Minerals and/or the BLM. The leased land, known as the “West Ranch Prospect,” comprises 32,723 acres in the Butte Valley located in north central Nevada in Elko and White Pine Counties, 50 miles north of Ely, NV. The West Ranch Prospect is also located approximately 100 miles north of Railroad Valley's oilfields and approximately 60 miles east of Pine Valley's oilfields.

As is more fully described in Note 9 to the financial statements, On April 2, 2015, the Company underwent a change in control. Incoming management has elected not to renew the leases in the West Ranch Prospect.

ITEM 3. LEGAL PROCEEDINGS

On March 20, 2015, we were sued in the 157th Judicial District Court of Harris County, Texas for damages relating to our non-payment of certain professional fees to provide an independent technical and economic due diligence report to help the Company determine the oil and gas potential for its West Ranch Prospect. In Gaffney Cline and Associates, Inc. v .Gray Fox Petroleum Corp. (cause no. 2015-10468), the Plaintiff, Gaffney Cline & Associates, Inc., (“the Plaintiff” or “Gaffney Cline”), sought damages in the amount of $83,188, pre-judgment interest in the amount of $7,352, and legal costs of $8,852, for a total of $99,392. In addition, the Plaintiff sought additional contingent legal fees in the amount of $5,000 and $10,000 if, upon appeal to an Appellate Court and the Texas Supreme Court, respectively, the plaintiff is the successful party. At March 31, 2015, we included $99,392 in Accounts Payable and Accrued Liabilities, reflecting this judgment.

On April 17, 2015, the Harris Country District Court entered a judgment for the Plaintiff in the requested amount of $99,392.

On May 14, 2015, the Plaintiff filed an Application for Turnover After Judgment and for Appointment of Receiver (“the Receivership Application”) for the purpose of liquidating certain non-exempt property to satisfy the outstanding judgment.

On June 2, 2015, at a court hearing to consider the Receivership Application, the 157th Court denied the Receivership Application, but would allow discovery answer and review and a second Receivership Application should the Plaintiff wish to re-file. On June 19, 2015, the Plaintiff filed a second Receivership Application which is pending as of the date of this report.

The Company has made several offers to the Court to pay the outstanding balance, including a convertible promissory note and an amortizing note over a period of approximately two years, all of which have been rejected by the Plaintiff.

We are confident that the Court will reject the second Receivership Application and command that the Plaintiff accept one of our outstanding offers.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET PRICE FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

Market Information

Since May 25, 2012, shares of our common stock, $0.001 par value per share, have been listed for quotation on the OTCBB under the symbol “VTCH.” In connection with the Change of Control and name change, on July 19, 2013, our ticker symbol on the OTCBB was changed to from VTCH to GFOX.

The following sets forth the range of high and low trades for the periods indicated.

	High		Low
Year Ended March 31, 2015
Q1 - Quarter Ended June 30, 2014	$	1.310	$	0.468
Q2 - Quarter Ended September 30, 2014		0.830		0.361
Q3 - Quarter Ended December 31, 2014		0.380		0.055
Q4 - Quarter Ended March 31, 2015		0.110		0.060

	High		Low
Year Ended March 31, 2014
Q1 - Quarter Ended June 30, 2013	$	n/a	$	n/a
Q2 - Quarter Ended September 30, 2013		1.020		0.500
Q3 - Quarter Ended December 31, 2013		1.130		0.820
Q4 - Quarter Ended March 31, 2014		2.510		0.760

As of June 25, 2015, there were four holders of record of our common stock, according to the books of our transfer agent. This does not include persons who hold our common stock in nominee or “street name” accounts through brokers or banks. As of June 25, 2015, there were 37,994,889 shares of common stock outstanding.

Dividends

The Company has not declared or paid cash dividends since its inception on September 22, 2011, and the Company has no current plans to pay any cash dividends on our common stock for the foreseeable future. To the extent we have earnings, we intend to retain such earnings for future operations and to finance the growth of the business. There are no restrictions in our amended and restated articles of incorporation or bylaws that restrict us from declaring or paying dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends when, after giving effect to the distribution of the dividend:

1.	we would not be able to pay our debts as they become due in the usual course of business; or

2.	our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our ability to comply with Nevada law, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We have no stock option plans or other types of equity compensation program and have no plans to establish any such plans in the foreseeable future.

Recent Sales of Unregistered Securities

During the fiscal year ended March 31, 2015, we issued 1,054,889 shares to two investors in a series of transactions for an aggregate of $390,000 in cash. The shares were not registered with the Securities and Exchange Commission, or under any state securities laws, and were issued in reliance on an exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The transactions occurred on the following dates:

Date	No. of Shares		Price Per Share		Proceeds
04/10/14		96,000	$	1.20	$	80,000
07/17/14		88,889		1.11		80,000
09/02/14		120,000		2.00		60,000
09/29/14		250,000		2.50		100,000
12/08/14		500,000		0.14		70,000
Totals		1,054,889			$	390,000

In addition to the above, on May 30, 2014, we issued 1,000,000 shares to Lawrence Pemble, our Chief Executive Officer pursuant to his employment agreement.

Purchase of Equity Securities by Issuer

None.

ITEM 6. SELECTED FINANCIAL DATA

Smaller reporting companies are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and notes to those statements. In addition to historical information, the following discussion and other parts of this annual report contain forward-looking information that involves risks and uncertainties.

Overview

Until April 2, 2015, the Company was a domestic oil and gas exploration and development company focused on the acquisition and exploration of oil and natural gas properties in the Western United States.

As is more thoroughly described in Note 9 to the financial statements, the Company experienced a change in control on April 3, 2015. Incoming management elected not to renew the Nevada West Ranch leases and instead, contribute certain passive investments.

Therefore, although in the “Results of Operations” section below, we analyze the changes from the years ended March 31, 2015 from March 31, 2014, the reader should draw no conclusions regarding its impact on future operations as there is no relation between operations from inception to April 2, 2015 and that occurring after that.

Application of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that our estimates, including those for the above-described items, are reasonable.

Accounting Policies

Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America. We have summarized our most significant accounting policies.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents on hand for the periods presented herein.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, FASB established a framework for measuring fair value in generally accepted accounting principles and expanded disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has had no compensation expense related to stock based compensation since its inception.

Revenue Recognition

Revenue from the production of oil and natural gas is recognized when persuasive evidence of an arrangement exists (such as a contract with an oil buyer), the Company has delivered the oil, the fee is fixed and determinable, and collectability is reasonably assured.

Advertising and Promotion

All costs associated with advertising and promotions are expensed as incurred.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered through future operations.

Uncertain Tax Positions

In accordance with ASC 740, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities may periodically audit the Company’s income tax returns. These audits may include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter for which an allowance has been established is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recently Issued Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.

Results of Operations

Year Ended March 31, 2015 versus 2014

We incurred a net loss $1,194,485 for the year ended March 31, 2015 (or $0.03 per share) versus a net loss of $1,354,219 in the same period in 2014 ($0.03 per share).

Revenues

The Company had no revenues or operations during the year ended March 31, 2015 or 2014.

General and Administrative Expenses

General and administrative expenses were $84,180 during the year ended March 31, 2015 versus $101,985 for the previous year. The decrease is due principally to a reduction in advertising and promotion expenses.

Officer Salaries

Officer salaries were $918,331 for the year ended March 31, 2015 versus $464,386 for the previous fiscal year. Cash compensation paid or accrued amounted to $145,000 and $100,000 for the fiscal years ended March 31, 2015 and 2014, respectively. The increase of $45,000 is due to the addition of Randall Newton as Chief Financial Officer ($25,000) and the fact that Mr. Pemble worked an entire year in the current year, but only ten months in the previous year (and increase of $20,000).

Officer non-cash compensation was $773,331 in the current fiscal year versus $364,386 in the previous year. The increase is due to a full year of amortization for Mr. Pemble (representing an increase of $187,898 in non-cash compensation) and the inclusion of Mr. Newton (an increase of $221,047).

Professional Fees

Professional fees for the year ended March 31, 2015 were $145,474 versus $183,493 in the previous year. The decrease is principally due to a reduction in legal fees.

Asset Impairments

As is discussed in Note 4 to the financial statements, we impaired the carrying value of the West Ranch Prospect in the amount of $44,845 and $602,619 for the years ended March 31, 2015 and 2014, respectively.

Interest Expense

Interest expense was zero for the year ended March 31, 2015 versus $1,436 for the previous year. Interest expense is comprised entirely from related-party loans made by our Chief Executive Officer, Lawrence Pemble. There were no such loans outstanding during the current fiscal year.

Liquidity and Capital Resources

The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at March 31, 2015 and 2014.

	March 31
	2015			2014
Total assets	$	1,848		$	7,419
Accumulated deficit		(2,579,940	)		(1,385,455	)
Stockholders' equity (deficit)		(133,346	)		(102,192	)
Working capital		(135,194	)		(102,192	)

Through March 31, 2015, our principal source of operating capital has been provided from private sales of our common stock. At March 31, 2015 and 2014, we had a negative working capital position of $135,194 and $102,192, respectively.

As more thoroughly discussed in Note 9 to the financial statements, the control of the Company changed hands on April 2, 2015 and the incoming management elected not to renew the oil and gas leases in the State of Nevada because of the recent drop in energy prices. Therefore, the oil production business model has been abandoned as of that point. The company’s future strategy is to acquire passive investments in various businesses, and to increase our investment in the Graffiti Junktion’s existing and new locations.

We are currently working to procure an equity line of financing to acquire and expand these passive investments. We currently have no employment agreement with Mr. Sobolewski, the incoming Chairman and Chief Executive Officer, and we expect our operating expenses to be very low for the coming fiscal year.

Our funding sources for the fiscal years ended March 31, 2015 and 2014 have been as follows:

Sales of Common Stock

During the fiscal years ended March 31, 2015 and 2014, the Company issued 1,054,889 and 1,230,000 shares, respectively, to two investors in a series of transactions for an aggregate of $390,000 and $730,000, respectively, in cash.

We anticipate that we may incur operating losses in the next twelve months. Our revenues are not expected to exceed our investment and operating costs in the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

As of March 31, 2015 we had no cash on hand. Our plan for satisfying our cash requirements for the next twelve months is through the sale of shares of our common stock, third party debt financing, and/or traditional bank financing. We cannot assure investors that adequate financing will be available. In the absence of such financing, we may be unable to proceed with our operations.

Off-Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO GRAY FOX PETROLEUM CORP.’S FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	17

Balance Sheets as of March 31, 2015 and 2014	18

Statements of Operations for the years ended March 31, 2015 and 2014	19

Statements of Stockholders’ Deficit for the years ended March 31, 2015 and 2014	20

Statements of Cash Flows for the years ended March 31, 2015 and 2014	21

Notes to the Consolidated Financial Statements	23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Gray Fox Petroleum Corp.

3333 Lee Parkway, Suite 600

Dallas, Texas 75219

We have audited the accompanying balance sheets of Gray Fox Petroleum Corp. as of March 31, 2015 and 2014 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gray Fox Petroleum Corp. as of March 31, 2015 and 2014, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

June 25, 2015

GRAY FOX PETROLEUM CORP.

BALANCE SHEETS

	March 31,
	2015			2014
ASSETS
Cash and equivalents	$	-		$	7,419
Total current assets		-			7,419

Oil and gas properties - unproved (full cost method)		-			-
Property, plant and equipment (net)		1,848			-
Total non-current assets		1,848			-

TOTAL ASSETS		1,848			7,419

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	147,480		$	109,004
Accrued expenses, related party		9,306			607
TOTAL CURRENT LIABILITIES		156,786			109,611

SHAREHOLDERS' DEFICIT
Common stock, par value $0.001, authorized 75 million, 37,994,889 and 35,940,000 issued and outstanding at March 31, 2015 and 2014, respectively.		37,995			35,940
Additional paid-in capital		1,770,882			882,937
Common stock payable		637,717			364,386
Deficit accumulated during the exploration phase		(2,601,532	)		(1,385,455	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(154,938	)		(102,192	)

LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,848		$	7,419

The accompanying notes are an integral part of the consolidated financial statements.

GRAY FOX PETROLEUM CORP.

STATEMENTS OF OPERATIONS

	Year Ended March 31,
	2015			2014

Revenue	$	-		$	-

Operating expenses:
Lease operating		719			-
General and administrative		84,180			101,985
Officer salaries		918,331			464,386
Professional fees		159,714			183,493
Depreciation		936			-
Asset impairments		44,845			602,919
Net operating loss		(1,208,725	)		(1,352,783	)

Other expense:
Interest expense, related party		7,352			(1,436	)

NET LOSS	$	(1,216,077	)	$	(1,354,219	)

Net loss per share, basic and fully diluted	$	(0.03	)	$	(0.03	)
Weighted average number of shares outstanding		37,246,505			42,606,219

The accompanying notes are an integral part of the consolidated financial statements.

GRAY FOX PETROLEUM CORP.

STATEMENT OF STOCKHOLDERS’ DEFICIT

	Common Stock, Par Value $0.001						Additional Paid In			Common Stock			Accumulated			Total Shareholders'
	Shares			Amount			Capital			Payable			Deficit			Deficit

Balances, 3/31/13		72,160,000			72,160			(44,646	)		-			(31,236	)		(3,722	)

Related-party forgiveness of debt		-			-			8,363			-			-			8,363
Cancellation of shares, related party		(37,600,000	)		(37,600	)		37,600			-			-			-
Common stock sold for cash		1,230,000			1,230			728,770			-			-			730,000
Common stock issued for property acquisitions		150,000			150			152,850									153,000
Officer stock-based compensation											364,386			-			364,386
Net loss														(1,354,219	)		(1,354,219	)
Balances, 3/31/14		35,940,000		$	35,940		$	882,937		$	364,386		$	(1,385,455	)	$	(102,192	)

Shares issued for cash		1,054,889			1,055			388,945									390,000
Shares issued for officer stock payable		1,000,000			1,000			499,000			(500,000	)					-
Officer stock-based compensation											773,331						773,331
Net loss														(1,216,077	)		(1,216,077	)
Balances, 3/31/15		37,994,889		$	37,995		$	1,770,882		$	637,717		$	(2,601,532	)	$	(154,938	)

The accompanying notes are an integral part of the consolidated financial statements.

GRAY FOX PETROLEUM CORP.

STATEMENTS OF CASH FLOWS

	Year Ended March 31,
		2015			2015
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(1,216,077	)	$	(1,354,219	)

Adjustments to reconcile net loss with cash used in operations:
Depreciation, depletion and amortization		936			-
Impairment of oil and gas property		44,845			602,919
Stock-based compensation		773,331			364,386
Change in operating assets and liabilities:
Prepaid expenses		-			4,427
Accounts payable and accrued liabilities		38,476			108,533
Accounts payable, related party		8,699			607
Net cash used in operating activities		(349,790	)		(273,347	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of oil and gas property		-			(250,370	)
Acquisition of property, plant and equipment		(2,784	)
Lease and survey costs		(44,845	)		(199,549	)
Net cash used in investing activities		(47,629	)		(449,919	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party note payable		-			34,435
Principal payments on related-party note payable		-			(34,197	)
Proceeds from the sale of common stock		390,000			730,000
Net cash provided by financing activities		390,000			730,238

Net increase/(decrease) in cash		(7,419	)		6,972
Cash at beginning of period		7,419			447
Cash at end of period	$	-		$	7,419

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	-		$	1,817
Cash paid for income taxes		-			-

ADDITIONAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Shares issued for common stock payable	$	500,000		$	-
Forgiveness of debt, related party		-			8,363
Shares issued for property acquisitions		-			153,000
Par value of cancelled shares, related party		-			37,600

The accompanying notes are an integral part of the consolidated financial statements.

GRAY FOX PETROLEUM CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Gray Fox Petroleum Corp. (formerly Viatech Corp.) (“Gray Fox” or the “Company”) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, the then majority stockholder, Viatcheslav Gelshteyn, entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshteyn sold 7,000,000 shares of common stock, $0.001 par value per share, of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company in consideration of $50,000 in cash from Mr. Pemble. This transaction is referred to as the “Change in Control.” As a result of the Change in Control, Mr. Gelshteyn no longer owns any shares of common stock. In addition, Mr. Gelshteyn resigned from his positions as the sole director and officer of the Company, and Mr. Pemble was appointed as the Company’s sole director and as its Chief Executive Officer, President, Treasurer and Secretary. On June 5, 2013, the board of directors approved the dismissal of Ronald R. Chadwick, P.C. as its independent auditor and appointed M&K CPAS, LLC as its new independent auditor.

On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 4,700,000 shares of common stock held by Mr. Pemble. As a result of this redemption, Mr. Pemble’s shareholdings decreased from 7,000,000 shares to 2,300,000 shares, which represented approximately 53% of the total shares then issued and outstanding.

On June 18, 2013, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to change its name from “Viatech Corp.” to “Gray Fox Petroleum Corp.” and to conduct an 8:1 forward stock split of the issued and outstanding shares of common stock whereby each outstanding share of common stock would be exchanged for eight new shares of common stock. On June 20, 2013, the Company effected the stock split, which increased the number of issued and outstanding shares of common stock from 4,320,000 shares to 34,560,000 shares. In connection with the Change in Control and the name change, on July 19, 2013, the Company’s ticker symbol on the OTCBB was changed from VTCH to GFOX.

As of March 31, 2015, the Company’s administrative offices were located at 3333 Lee Parkway, Suite 600, Dallas, Texas 75219. The Company had one full-time employee, Lawrence Pemble, who served as its sole officer and director. However, as is more thoroughly described in Note 9 to the financial statements, Lawrence Pemble resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. The main administrative offices are therefore in transition as of the date of the filing of this report on Form 10-K.

Basis of Presentation

The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in U.S. currency have been prepared by the Company pursuant to the rules and regulations of the SEC.

The Company has adopted a fiscal year end of March 31.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.

Use of Estimates

Cash and Cash Equivalents

Fair Value of Financial Instruments

Start-Up Costs

The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred.

Income Taxes

Uncertain Tax Positions

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Stock-Based Compensation

Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Impairment of Oil and Gas Properties

We assess proved crude oil and natural gas properties and other investments for possible impairment whenever events or circumstances indicate that the recorded carrying values of the assets may not be recoverable. We recognize an impairment loss as a result of an event that causes us to consider the possibility that impairment may have occurred and when the estimated undiscounted future cash flows from a property or other investment are less than the carrying value. If impairment is indicated, the carrying values are written down to fair value, which, in the absence of comparable market data, is estimated using a discounted cash flow method.

During the year ended March 31, 2015, we impaired the West Ranch Prospect due to the fact that the future cash flows were undeterminable. We therefore charged the $44,845 as an asset impairment.

Recently Issued Accounting Pronouncements

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $2,601,532, and used net cash in operating activities of $349,790 during the year ended March 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Party Transactions

On May 30, 2014, the Company issued 1,000,000 shares to Lawrence Pemble, our Chief Executive Officer pursuant to his employment agreement with the Company. In addition, For the fiscal years ended March 31, 2015 and 2014, the Company has accrued $552,284 and $364,386, respectively, of costs associated with Mr. Pemble’s stock-based compensation.

For the year ended March 31, 2015, we accrued $221,047 of stock-based compensation costs associated with Randall Newton, our former Chief Financial Officer. At March 31, 2015, we also owed $5,000 in unpaid salary to Mr. Newton.

During the year ended March 31, 2015, Lawrence Pemble paid $18,286 of expenses on behalf of the company and was reimbursed $14,587. At March 31, 2015, the company owes Mr. Pemble $4,306 as a result of the accumulated excess of expenses paid by Mr. Pemble over expense reimbursements paid.

Note 4 – Oil and Gas Properties

On December 2, 2013, the Company completed the acquisition of 22 separate oil and gas leases issued by the BLM pursuant to a Lease Purchase Agreement with FFMJ. The leased land comprises 32,723 acres in the Butte Valley Oil Play Region in North Central Nevada and excludes well or lease bonds in place with the Nevada Division of Minerals and/or the BLM. The expiration dates of the Leases range from March 31, 2016 to July 31, 2017. The Company has a 100% working interest and an 82% net revenue interest in the Leases. The Company also agreed to assume all rental payments due on the Leases starting on July 5, 2013. The aggregate purchase price of the Leases was $250,000. The Company made the final payment of $75,000 into escrow on October 23, 2013 and requested approval from the BLM to the assignment of the Leases from FFMJ to the Company. On December 2, 2013, the Company received confirmation of the BLM’s approval of the assignment of the Leases. At that time, the money was released from escrow and the lease purchase was consummated. The Company’s entry into the Lease Purchase Agreement was previously reported in Item 1.01 of the Current Report on Form 8-K, filed on July 10, 2013.

Pursuant to the Lease Purchase Agreement, the Company was responsible for all filing and recording fees for BLM and relevant county recorder offices. The Lease Purchase Agreement also provides that the Company must drill a test well with a surface and bottom hole location on the Leases for the purpose of hydrocarbon exploration and production which must achieve a depth of 6,000 feet, or a depth as otherwise agreed to between the Company and FFMJ. If the Company does not begin drilling with a rig capable of total depth on or before July 5, 2015, the Leases will be reassigned to FFMJ.

We recorded the $250,000 cash paid to FFMJ to “Oil and Gas Properties”. In addition to the cash costs paid to acquire the Leases, we also included in the acquisition cost a payment in the amount of $1,870 to the Office of Natural Resources Revenue of the State of Nevada, which represents the state fee for transferring title to the property. Additionally, we capitalized into the purchase price of the Leases $154,500 associated with the issuance of 150,000 shares of common stock to a broker as a finder’s fee (See Note 7).

In addition to the costs associated with obtaining the Leases, from August, 2013 through March, 2015, we incurred or paid $264,645 in geological, geophysical costs and lease rentals.

As is more thoroughly described in Note 9, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Because of the change in control and new company direction, the new management elected not to renew the oil leases in Nevada. All oil and gas assets have been fully reserved as of March 31, 2015. The amount of the reserve from inception to March 31, 2015 is $669,515.

Note 5 – Fair Value of Financial Instruments

The Company adopted FASB ASC 820-10 upon inception at September 22, 2011. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

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

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2015 and 2014, respectively:

	Level 1		Level 2		Level 3
MARCH 31, 2015
Assets
Cash	$	-	$	-	$	-
Total assets		-		-		-

Liabilities
Notes payable, related party			$	-	$	-
Total liabilities		-		-		-

MARCH 31, 2014
Assets
Cash	$	7,419	$	-	$	-
Total assets		7,419		-		-

Liabilities
Notes payable, related party	$	-	$	-	$
Total liabilities		-		-		-

The fair values of our related party debts are deemed to approximate book value and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended March 31, 2015 or 2014.

Note 6 – Stockholders’ Equity

The Company has authorized 75,000,000 shares of common stock, $0.001 par value per share.

On June 18, 2013, the Company received approval from FINRA to conduct an 8:1 forward stock split of the issued and outstanding shares of common stock whereby each outstanding share of common stock was exchanged for eight new shares of common stock. On June 20, 2013, the Company effected the stock split, which increased the number of issued and outstanding shares of common stock from 4,320,000 shares to 34,560,000 shares. The stock split has been applied retrospectively as presented in these financial statements and all related disclosures.

Common Stock Issuances

On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 37,600,000 shares of common stock held by Mr. Pemble, as adjusted for the 8:1 forward stock split completed on June 20, 2013. As a result of this redemption, Mr. Pemble’s adjusted shareholdings decreased from 56,000,000 shares to 18,400,000 shares, which represented approximately 53% of the total shares of common stock then issued and outstanding.

During the fiscal year ended March 31, 2014, the Company issued 1,230,000 shares to a single investor in a series of transactions for an aggregate of $730,000 in cash.

On December 13, 2013, we issued 150,000 shares of common stock to a broker as a finder’s fee in exchange for services associated with our acquisition of the West Ranch Prospect. We valued the shares at their fair values on the grant date and increased the acquisition price and carrying value of the West Ranch Prospect by $153,000.

During the year ended March 31, 2015 we issued 1,054,889 to two accredited investors in exchange for $390,000 in cash.

On May 30, 2014, we issued 1,000,000 shares to Mr. Pemble pursuant to his employment agreement (see next paragraph).

Common Stock Payable

On July 8, 2013, the Company entered into an Employment Agreement with Lawrence Pemble regarding his position as President and Chief Executive Officer of the Company. Pursuant to the Employment Agreement, Mr. Pemble was entitled to receive 3,000,000 shares of Common Stock, which was to be issued in increments of 1,000,000 shares on May 31 in 2014, 2015 and 2016. We valued these shares at their fair values on the grant date, and valued the total of the 3,000,000 shares at $1,500,000. We are amortizing the value of these shares at the greater of the amount vesting or straight line (which, in this case, is the same). For the year ended March 31, 2015 and 2014, we have charged general and administrative expenses with $552,284 and 364,386, respectively, associated with Mr. Pemble’s Employment Agreement. The amount accrued but not settled in common stock is included on the balance sheet as Common Stock Payable. On May 30, 2014, we issued the first of three issuances of 1,000,000 shares to Mr. Pemble pursuant to his employment agreement. In so doing, we decreased the stock payable to him by $500,000.

On May 29, 2014, the Company entered into an employment agreement with Randall Newton to fulfill the role of its Chief Financial Officer. Pursuant to the agreement, Mr. Newton was entitled to receive up to 1,050,000 shares of common stock. We valued these shares at their fair values on the grant date, and valued the total of the 1,050,000 shares at $974,400. We are amortizing the value of these shares at the greater of the amount vesting or straight line (which, in this case, is the same). For the year ended March 31, 2015, we charged general and administrative expenses with $221,047 associated with Mr. Newton’s Employment Agreement. The amount accrued but not settled in common stock is included on the balance sheet as Common Stock Payable.

Note 7 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the years ended March 31, 2015 and 2014, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At March 31, 2015 and 2014, the Company had approximately $1,418,971 and $409,787, respectively, of federal net operating losses.

The components of the Company’s deferred tax asset are as follows:

	March 31,
	2015			2014

Net operating loss carry-forwards	$	1,418,971		$	409,787

Deferred tax asset		496,640			143,425
Valuation allowance		(486,640	)		(143,425	)
Net deferred tax asset	$	-		$	-

Because of the change in control described above and in Note 9, Internal Revenue Code Section 382 limits the amount of net operating loss carry-forwards that can be used in periods subsequent to the change in control. Specifically, Section 382(c) limits the carry-forward to zero if the new corporation does not continue the business enterprise of the old corporation. We believe that our new business direction does not satisfy the criteria of continuity of business requirements set forth in IRC 382(c). We have therefore reset the carry-forwards to zero as of April 2, 2015.

Note 8 – Legal Proceedings

On April 17, 2015, the Harris Country District Court entered a judgment for the Plaintiff in the requested amount of $99,392.

We are confident that the Court will reject the second Receivership Application and command that the Plaintiff accept one of our outstanding offers.

Note 9 – Subsequent Events

On April 2, 2015, Lawrence Pemble sold his control block of 19,400,000, representing approximately 51.1% of the issued and outstanding stock of the Company, to DB Capital Corp. in a private transaction. On that same date, Mr. Pemble resigned as Chairman, President and Chief Executive Officer and Daniel Sobolewski assumed those positions.

On April 3, 2015, the Company entered into an Acquisition Agreement and Plan of Merger with DB Capital whereby the 19,400,000 shares of the Company were transferred to Mr. Sobolewski, 70 million shares of DB Capital owned by Mr. Sobolewski, representing approximately 99.2% of that company, and substantially all of DB Capital’s assets were transferred from DB Capital to the Company. These assets were:

·	A 4% equity interest in the Graffiti Junktion #4 restaurant in Lake Mary, Florida,

·	A 5% equity interest in the Graffiti Junktion #1 restaurant in Orlando, Florida and

·	10 million shares of Wialan Technologies, Inc. (OTC:WLAN)

As of April 3, 2015, these assets were transferred to the Company and Mr. Sobolewski owns the control block previously owned by Mr. Pemble. As of that date, Mr. Sobolewski is the sold officer and director of the Company.

On April 17, 2015, the Harris Country District Court entered a judgment for the plaintiff in Gaffney Cline and Associated, Inc. v .Gray Fox Petroleum Corp. (cause no. 2015-10468) in the amount of $99,392 (see Note 8).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a-15(e). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure because of the material weaknesses described below.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Management, being our sole executive officer, Mr. Pemble, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework, as revised in May, 2013. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

·	As of March 31, 2015, we did not maintain effective controls over financial reporting. Specifically, segregation of duty controls were not designed and in place to ensure that the financial impact of certain transactions were accounted for properly.

·	As of March 31, 2015, we did not maintain effective controls over financial reporting. Specifically, our board of directors does not currently have any independent members and no director qualifies as an audit committee financial expert. As these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

Because of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting as of March 31, 2015 based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO, as revised.

The Company intends to implement disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. We intend to take measures to cure the aforementioned material weaknesses as resources become available, including, but not limited to, the following:

·	We intend to hire additional staff as resources become available to maintain proper segregation of duty; and

·	We intend to expand our board of directors and establish an audit committee as resources become available.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting through the date of this report or during the fiscal year ended March 31, 2015 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The sole director and officer of the Company is set forth below. The director will hold office until the next annual meeting of the stockholders or until his successor is duly elected and qualified. Vacancies in the existing board of directors are filled by a majority vote of the remaining directors. The officers serve at the will of our board of directors.

Name	Positions	Age
Lawrence Pemble	Director, Chief Executive Officer, President, Treasurer and Secretary	27

Lawrence Pemble: Lawrence Pemble, age 27, was appointed Director, Chief Executive Officer, President, Treasurer and Secretary of the Company on May 31, 2013. From 2012 to April 2013, Mr. Pemble served as a project manager for Crest African Mining, Ltd., a mining and resource company. As a project manager, Mr. Pemble oversaw the company's African operations, conducted feasibility studies on mineral and energy exploration projects across Africa and established various working projects that he managed from their initial grass roots phases. From 2010 to 2012, Mr. Pemble was employed by Centrica, Europe’s largest energy company, as a front line Manager and Project Strategist. Mr. Pemble served as a Royal Marine from 2004 until 2010, and was commissioned as an Officer in 2006. Mr. Pemble was chosen to be a director because of his background in the mining and exploration industries.

As of April 2, 2015, Mr. Pemble resigned as Chairman and was replaced by Mr. Daniel Sobolewski. See Note 9 to the financial statements.

Term of Office

All directors have a term of office expiring at the next annual meeting of the Company, unless reelected or earlier vacated in accordance with our bylaws. All officers have a term of office lasting until their removal or replacement by the board of directors.

Family Relationships

No family relationship exists among any of the directors or executive officers of the Company.

Code of Ethics

The Company has not yet adopted a Code of Ethics as defined by applicable rules of the SEC. The Company only has one director and officer, who is the only full-time employee of the Company. The Company anticipates that it will adopt a Code of Ethics when appropriate as it hires additional employees, appoints additional officers and directors and begins operations.

Board Committees

The Company does not presently have a separately designated audit committee, compensation committee, nominating committee, executive committee or any other committees of its board of directors. The sole director acts in those capacities. The Company believes that committees of the Board are not necessary at this time given that the Company has no operations and its sole employee is the sole director and the majority stockholder of the Company. However, the sole director will continue to study this matter, and the Company plans to add Board members and/or committees of the Board as the Company’s business and operations develop.

Audit Committee Financial Expert

Mr. Pemble does not qualify as an audit committee financial expert. The Company believes that the cost related to retaining such a financial expert at this time is prohibitive, given its current operating and financial condition. Further, because the Company is in the exploration stage of its business operations, it believes the services of an audit committee financial expert are not warranted at this time.

Legal Proceedings Involving Directors, Executive Officers and Certain Beneficial Owners

No director or executive officer has appeared as a party in any legal proceeding material to an evaluation of his or ability or integrity during the past ten years.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during fiscal year ended March 31, 2015.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The following table shows the compensation paid or accrued during the fiscal years ended March 31, 2015 and 2014, to our named executive officers.

Name and Principal Position	Year	Salary		Stock Awards (1)		Total
Lawrence Pemble (2)	2015	$	120,000	$	552,284	$	672,284
Chief Executive Officer	2014		100,000		366,100		466,100

Randall Newton (3)	2015		25,000		221,047		246,047
Chief Financial Officer	2014		-		-		-

1.	The amount reported in this column reflects the aggregate grant date fair value of the stock awards granted to our named executive officers. The amount is determined in accordance with ASC Topic 718. The actual amount of compensation realized, if any, by our named executive officer may differ from the amounts presented in the table. The stock awards were to be issued in increments of 1,000,000 shares on May 31 in each of 2014, 2015 and 2016. The above table includes only the value accrued, through March 31, 2015.

2.	As is more thoroughly discussed in Note 9 to the financial statements, Mr. Pemble resigned as Chairman and Chief Executive Officer on April 2, 2015. The effect of his resignation on his stock awards reported in this column is:

	a.	1,000,000 shares were vested and issued to Mr. Pemble on May 30, 2014.

	b.	The amount of stock-based compensation accrued but not paid to Mr. Pemble at March 31, 2015 is $416,670. These shares will not be paid which will result, during the next fiscal year, in a reclassification of this amount to Additional Paid in Capital. If this amount had been recorded as a reduction of stock-based compensation, the amount reported in the “Stock Awards” column for the year ended March 31, 2015 would be $135,614 and the “Total” column would be $255,614.

3.	Mr. Newton resigned as Chief Financial Officer on February 5, 2015.

Outstanding Equity Awards at Fiscal Year-End

Name and Principal Position	Number of shares of stock that have not vested		Market value of shares of stock that have not vested
Lawrence Pemble, CEO		2,000,000	$	164,000	(1)

Randall Newton, CFO		-	$	-

1.	Market value was determined by multiplying the closing market price of the Company’s common stock on March 31, 2015 of $0.082 per share by the number of unvested shares.

On May 31, 2013, we granted a total of 3,000,000 shares of our common stock to Mr. Pemble in connection with his appointment as our Chief Executive Officer. The stock awards were to be issued in increments of 1,000,000 shares on May 31 in each of 2014, 2015 and 2016. The first tranche of 1,000,000 shares was issued on May 30, 2014.

As is more thoroughly discussed in Note 9 to the financial statement, Mr. Pemble resigned as Chief Executive Officer on April 2, 2015. As such, although the 2 million shares shown in the table above are reported as not having yet vested, they will not be paid.

Employment Contracts

On July 8, 2013, the Company entered into an Employment Agreement with Mr. Pemble regarding his position as President and Chief Executive Officer of the Company. The Employment Agreement was effective as of May 31, 2013, and is fully described in Item 11 of our report on Form 10-K filed for the year ended March 31, 2014 filed with the Commission on June 27, 2014 and is hereby incorporated by reference.

Mr. Pemble resigned as Chief Executive Officer on April 2, 2015.

Mr. Newton resigned the position on February 5, 2015.

Director Compensation

We currently have no formal plan for compensating our directors for their services in their capacity as directors. Mr. Pemble, our sole director, is not compensated for his role as a director. His compensation as Chief Executive Officer is set forth in the Summary Compensation Table.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership by Certain Beneficial Owners and Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 25, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities; (ii) each of our directors; (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the address of each listed stockholder is c/o Gray Fox Petroleum Corp., 3333 Lee Parkway, Suite 600, Dallas, Texas 75219. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock owned by such person.

Name of Beneficial Owner	Shares Beneficially Held		Percent of Common Stock (1)

Officers and Directors:
DB Capital Corp.		19,400,000		51.1	%
Executive officers as a group		19,400,000		51.1	%

5% or more Beneficial Owners (Excluding DB Capital):
Common stock		-		0.0	%
		-		0.0	%

1.	Percentage is based on 37,994,889 shares outstanding on June 25, 2015.

Equity Compensation Plans

We have no stock option plans or other equity compensation plans and none are planned for the foreseeable future.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

There were no transactions since April 1, 2013, nor is there any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

Director Independence

Quotations for the Company’s common stock are entered on the OTCBB inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, the Company applied the definitions set out in the applicable listing standards of the NASDAQ Capital Market.

Under NASDAQ Equity Rule 5605(a)(2)(A), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our sole director, Lawrence Pemble, is also the Company’s principal executive officer and, consequently, the Company does not have any independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services rendered by M&K CPAs for the audit of the Company’s annual financial statements for the years ended March 31, 2015 and 2014, and fees billed for other services rendered by M&K during those periods.

	Year Ended March 31,
Fee Category	2015		2014
Audit fees	$	10,350	$	11,050
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	10,350	$	11,050

Audit fees consist of fees for professional services rendered in connection with or related to the audit of our consolidated annual financial statement, for the review of interim consolidated financial statements in Form 10-Qs and for services normally provided in connection with statutory and regulatory filings or engagements, including registration statements.

Audit Committee’s Pre-Approval Practice.

We do not have an audit committee. Our board of directors performs the function of an audit committee. We have not established pre-approval policies and procedures and, consequently, all audit or non-audit related services must be approved in advance by the board of directors. Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Exhibit Description

3.1	Amended and Restated Articles of Incorporation of Viatech Corp. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 11, 2013)

3.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on May 25, 2012)

10.1	Agreement for Redemption of Shares of Common Stock dated June 10, 2013, by and between the Company and Lawrence Pemble (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2013)

10.2	Stock Purchase Agreement dated as of May 14, 2013 by and between Viatcheslav Gelshteyn and Lawrence Pemble (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on June 24, 2013)

10.3	Lease Purchase Agreement dated July 5, 2013 by and between FFMJ, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 10, 2013)

10.4	Employment Agreement dated as of May 31, 2013 by and between the Company and Lawrence Pemble (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 10, 2013)

10.5	Securities Purchase Agreement dated July 17, 2013 by and between the Company and Rooftop Investments Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2013)

10.6	Securities Purchase Agreement dated September 9, 2013 by and between the Company and Rooftop Investments Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2013)

10.7	Securities Purchase Agreement dated October 15, 2013 by and between the Company and Rooftop Investments Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2013)

10.8	Securities Purchase Agreement dated November 11, 2013 by and between the Company and Rooftop Investments Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 15, 2013)

10.9	Securities Purchase Agreement dated January 16, 2014 by and between the Company and Rooftop Investments Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 21, 2014)

10.10	Securities Purchase Agreement dated February 18, 2014 by and between the Company and Rooftop Investments Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 21, 2014)

10.11	Consulting Agreement dated May 29, 2014 by and between Gray Fox Petroleum Corp. and Randall Newton (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2014)

16.1	Letter dated June 10, 2013 from Ronald R. Chadwick, P.C. (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on June 10, 2013)

31.1 *	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a). promulgated under the Securities and Exchange Act of 1934, as amended

32.1 *	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS *	XBRL Instance Document

101.SCH *	XBRL Schema Document

101.CAL *	XBRL Calculation Linkbase Document

101.DEF *	XBRL Definition Linkbase Document

101.LAB *	XBRL Labels Linkbase Document

101.PRE *	XBRL Presentation Linkbase Document

* Filed herewith

SIGNATURES

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

GRAY FOX PETROLEUM CORP.

/s/ Daniel Sobolewski		June 25, 2015
Daniel Sobolewski Principal Executive Officer Principal Financial Officer		Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ Daniel Sobolewski		June 25, 2015
Daniel Sobolewski Sole Director		Date

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Grey Fox (GFPC) Inactive 10-K2015 FY Annual report

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