Changing (CHGT) 10-Q 2016 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended December 31, 2015

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number:0-55495

CHANGING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-3004792
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)
777 South Post Oak Lane, Suite 1700 Houston, TX	77056
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:713-300-3806

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.

Yesþ Noo

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.

Yesþ Noo

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check is smaller reporting company)

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

Yeso Noþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 4, 2016, 60,000,000 shares of common stock are issued and outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Consolidated Balance Sheets as of December 31, 2015 (Unaudited) and June 30, 2015  (Audited)	4
Consolidated Statements of Operations  (Unaudited)	5
Consolidated Statements of Cash Flows  (Unaudited)	6
Notes to the Unaudited Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risk	13
Item 4. Controls and Procedures	13
PART II— OTHER INFORMATION	13
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to Changing Technologies, Inc., a Nevada corporation.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHANGING TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2015			June 30, 2015 (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	589		$	1,346
Accounts receivable		875			—
Total current assets		1,464			1,346
TOTAL ASSETS	$	1,464		$	1,346
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	132,859		$	224,539
Advances payable		4,390			—
Current portion of accrued interest payable		29,906			—
Current portion of convertible notes payable, net of discount of $220,022 and $0, respectively.		40,627			—
Total current liabilities		207,782			224,539
Accrued interest payable		13,864			18,004
Convertible notes payable, net of discount of $434,330 and $383,083, respectively		15,914			19,724
TOTAL LIABILITIES		237,560			262,267
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 480,000,000 shares authorized; 60,000,000 and 60,000,000 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively		60,000			60,000
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively		1,000			1,000
Additional paid-in capital		689,893			381,807
Accumulated deficit		(986,989	)		(703,728	)
Total stockholders’ deficit		(236,096	)		(260,921	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,464		$	1,346

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

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CHANGING TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Six months ended December 31,						Three months ended December 31,
	2015			2014			2015			2014
REVENUE	$	1,269		$	—		$	1,169		$	—
OPERATING EXPENSES
General and administrative expenses		221,947			223,898			114,694			127,203
LOSS FROM OPERATIONS	$	(220,678	)	$	(223,898	)	$	(113,525	)	$	(127,203	)
OTHER INCOME (EXPENSE)
Interest expense		(62,583	)		(8,652	)		(40,362	)		(8,652	)
Total other income (expense)		(62,583	)		(8,652	)		(40,362	)		(8,652	)
NET LOSS	$	(283,261	)	$	(232,550	)	$	(153,887	)	$	(135,855	)
NET LOSS PER COMMON SHARE – Basic and diluted	$	(0.00	)		(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted		60,000,000			60,000,000			60,000,000			60,000,000

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

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CHANGING TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended December 31,
	2015			2014
OPERATING ACTIVITIES:
Net loss	$	(283,261	)	$	(232,550	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		36,817			4,811
Changes in operating assets and liabilities:
Accounts receivable		(875	)		—
Accounts payable and accrued liabilities		(91,680	)		83,042
Accrued interest payable		25,766			3,841
NET CASH USED IN OPERATING ACTIVITIES		(313,233	)		(140,856	)
INVESTING ACTIVITIES
Acquisition of subsidiary		—			(105,000	)
NET CASH USED IN INVESTING ACTIVITIES		—			(105,000	)
FINANCING ACTIVITIES
Proceeds from advances		312,476			234,649
NET CASH PROVIDED BY FINANCING ACTIVITIES		312,476			234,649
NET DECREASE IN CASH		(757	)		(11,207	)
CASH, at the beginning of the period		1,346			26,000
CASH, at the end of the period	$	589		$	14,793
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transaction:
Refinancing of advances into convertible notes payable	$	308,086		$	260,649
Beneficial conversion discount on convertible note payable	$	308,086		$	260,649

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

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CHANGING TECHNOLOGIES, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

Note 1. General Organization and Business

Changing Technologies, Inc., a Nevada corporation (the “Company”), was originally formed to develop apps primarily focused on improving personal and business productivity and health and fitness monitoring. The Company was incorporated on June 18, 2013. The Company’s year-end is June 30.

On June 25, 2014, we formed a new subsidiary, 6th Dimension Technologies, Inc. (“6D3D”), a Texas corporation to pursue opportunities in the 3D printing market.

On July 25, 2014, 6D3D purchased SumLin Technologies, LLC (“SumLin”), a North Carolina corporation for $150,000 to be paid over a five-month period. SumLin specialized in personalizing 3D printing for consumer end use. As a result of the SumLin acquisition, the Company ceased being a shell company on July 25, 2014.

On July 27, 2014, the Board of Directors authorized ten million shares of preferred stock.

On August 13, 2014, we issued a five-for-one stock dividend, where each shareholder at the close of business on July 21, 2014 received four additional shares of common stock for every share they held on the record date. The stock dividend was approved by our Board of Directors and stockholders holding a majority of our voting shares

On November 20, 2014, our board of directors designated 1,000,000 shares of Series E preferred stock, with a par value of $0.001 per share. On the same date, we issued 1,000,000 shares of preferred stock to Bordesley Group Corp. (“Bordesley”) for services provided. On the date of the transaction, Bordesley owned 45,000,000 shares of our common stock. They are a beneficial owner, as they own 75% of our outstanding common shares.

On June 24, 2015, we reincorporated from Florida to Nevada. Each shareholder in the Nevada company received one share of common stock for each share of common stock that they held in the Florida company.

Note 2. Going Concern

During the six months ended December 31, 2015, the Company incurred net losses of $283,261. For the six months ended December 31, 2015, the Company had negative cash flow from operating activities of $313,233. As of December 31, 2015, the Company had negative working capital of $206,318. Management does not anticipate having positive cash flow from operating activities in the near future.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated 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 from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

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In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which we will use to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Note 3. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the SEC.

The results of operations for the six month period ended December 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2016.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Related Parties

The Company follows ASC 850,Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Note 4. Advances from Third Parties

During the six months ended December 31, 2015, a third party advanced $312,476 to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $308,086 into convertible notes with the same third party. The total amount due under these advances as of December 31, 2015 was $4,390.

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Note 5. Convertible Notes Payable

Convertible notes payable consist of the following at December 31, 2015 and June 30, 2015:

	December 31, 2015			June 30, 2015
Convertible note dated September 30, 2014, bearing interest at 10% per annum, maturing on September 30, 2016 and convertible into shares of common stock at $0.50 per share	$	152,390		$	152,390
Convertible note dated December 31, 2014, bearing interest at 10% per annum, maturing on December 31, 2016 and convertible into shares of common stock at $0.41 per share		108,259			108,259
Convertible note dated March 31, 2015, bearing interest at 10% per annum, maturing on March 31, 2017 and convertible into shares of common stock at $0.09 per share		49,659			49,659
Convertible note dated June 30, 2015, bearing interest at 10% per annum, maturing on June 30, 2017 and convertible into shares of common stock at $0.09 per share.		92,499			92,499
Convertible note dated September 30, 2015, bearing interest at 10% per annum, maturing on September 30, 2018 and convertible into shares of common stock at $0.03 per share.		216,621			—
Convertible note dated December 31, 2015, bearing interest at 10% per annum, maturing on December 31, 2018 and convertible into shares of common stock at $0.02 per share.		91,465			—
Total convertible notes payable	$	710,893		$	402,807
Less: discount on convertible notes payable		(654,352	)		(383,083	)
Less: current portion of convertible notes payable		(40,627	)		—
Convertible notes payable, net of discount	$	15,914		$	19,724

Advances Refinanced into Convertible Promissory Notes

During the three months ended December 31, 2015, the Company has signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable along with accrued interest. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder.

Date Issued	Maturity Date	Interest Rate	Conversion Rate		Amount of Note		Beneficial Conversion Feature
September 30, 2015	September 30, 2018	10%	$	0.03	$	216,621	$	216,621
January 4, 2016	December 31, 2018	10%	$	0.02	$	91,465	$	91,465
Total					$	308,086	$	308,086

The Company evaluated the application of ASC 470-50-40/55, Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt extinguishment due to the addition of the conversion feature. No gain or loss on the extinguishment was required to be recognized since the carrying amount of the existing debt approximated its fair value.

The Company evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40,Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized beneficial conversion discounts of $216,621 and $91,465 on September 30, 2015 and December 31, 2015, respectively. We recorded the beneficial conversion discount as an increase in additional paid-in capital and a discount to the convertible notes payable. Discounts to the convertible notes payable are being amortized to interest expense over the life of the respective notes. During the six months ended December 31, 2015 and June 30, 2015, we recorded amortization of discounts on convertible notes payable of $36,817 and $4,811, respectively.

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Note 6. Debt Commitments

	Twelve months ended December 31,
	2016		2017		2018		2019		2020		Total
Convertible notes payable	$	260,649	$	142,158	$	308,086		—		—	$	710,893
Acquisition of SumLin	$	35,000		—		—		—		—	$	35,000
Total	$	295,649	$	142,158	$	308,086		—		—	$	745,893

Note 7. Subsequent Events

The Company evaluated material events occurring between the end of our fiscal quarter December 31, 2015, and through the date when the consolidated financial statements were available to be issued for disclosure consideration.

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

Overview

Changing Technologies, Inc., a Nevada corporation (the “Company”), was originally formed to develop apps primarily focused on improving personal and business productivity and health and fitness monitoring. The Company was incorporated on June 18, 2013. The Company’s year-end is June 30.

On June 25, 2014, we formed a new subsidiary, 6th Dimension Technologies, Inc. (“6D3D”), a Texas corporation to pursue opportunities in the 3D printing market.

On July 25, 2014, 6D3D purchased SumLin Technologies, LLC (“SumLin”), a North Carolina corporation for $150,000 to be paid over a five-month period. SumLin specialized in personalizing 3D printing for consumer end use. As a result of the SumLin acquisition, the Company ceased being a shell company on July 25, 2014.

On July 27, 2014, the Board of Directors authorized ten million shares of preferred stock.

On August 13, 2014, we issued a five-for-one stock dividend, where each shareholder at the close of business on July 21, 2014 received four additional shares of common stock for every share they held on the record date. The stock dividend was approved by our Board of Directors and stockholders holding a majority of our voting shares

On November 20, 2014, our board of directors designated 1,000,000 shares of Series E preferred stock, with a par value of $0.001 per share. On the same date, we issued 1,000,000 shares of preferred stock to Bordesley Group Corp. (“Bordesley”) for services provided. On the date of the transaction, Bordesley owned 45,000,000 shares of our common stock. They are a beneficial owner, as they own 75% of our outstanding common shares.

On June 24, 2015, we reincorporated from Florida to Nevada. Each shareholder in the Nevada company received one share of common stock for each share of common stock that they held in the Florida company.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended June 30, 2015 on Form 10-K.

Results of Operations

Six months ended December 31, 2015 compared to the six months ended December 31, 2014.

Revenue

We recognized $1,269 and $0 of revenue during the six months ended  December 31, 2015 and 2014, respectively. We began selling 3D models and 3D printed parts during the current fiscal year.

General and Administrative Expenses

We recognized general and administrative expense in the amount of $221,947 and $223,898 for the six months ended  December 31, 2015 and 2014, respectively. The decrease was due to a $10,493 reduction in professional fees, which was partially offset by an increase in rent expense.

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Interest Expense

Interest expense increased from $8,652 for the six months ended December 31, 2014 to $62,583 for the six months ended December 31, 2015. Interest increased to higher average balances of our convertible notes payable.

Interest expense for the six months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $36,817, compared to $4,811 for the comparable period of 2014. The remaining amount is interest accrued on our convertible debt.

Net Loss

We incurred a net loss of $283,261 for the six months ended December 31, 2015 as compared to $232,550 for the comparable period of 2014. The increase in the net loss was driven by the increase in interest expense, as discussed above.

Three months ended December 31, 2015 compared to the three months ended December 31, 2014.

Revenue

We recognized $1,169 and $0 of revenue during the three months ended December 31, 2015 and 2014, respectively. The revenue is related to the custom 3D modeling and 3D.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $114,694 and $127,203 for the three months ended December 31, 2015 and ended 2014, respectively. This decrease is the result of a $20,932 decrease in professional fees, which is offset by increases in rent and investor relations expenses.

Interest Expense

Interest expense increased from $8,652 for the three months ended December 31, 2014 to $40,362 for the three months ended December 31, 2015. Interest increased to higher average balances of our convertible notes payable.

Interest expense for the three months ended December 31, 2015 included amortization of discount on convertible notes payable for $24,749, compared to $4,811 for the comparable period of 2014. The remaining amount is interest accrued on our convertible debt.

Net Loss

We incurred a net loss of $153,887 for the three months ended December 31, 2015 as compared to $135,855 for the comparable period of 2014. The increase in the net loss was due to the increase in the aforementioned increase in interest expense.

Liquidity and Capital Resources

As of December 31, 2015, we had cash on hand of $589 and negative working capital of $206,318. Net cash used in operating activities for the six months ended December 31, 2015 was $313,233. Cash on hand is adequate to fund our operations for less than one month. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of December 31, 2015.

Additional Financing

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

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Off Balance Sheet Arrangements

We do not have any 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2015. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2015, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

1.

As of December 31, 2015, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.

As of December 31, 2015, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Change in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

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

There were no sales of unregistered equity securities during the six months ended December 31, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has not defaulted upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to the Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
21	Subsidiaries of the Registrant (2)
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer. (2)
32.1	Section 1350 Certification of principal executive officer and principal financial accounting officer. (2)
101	XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q. (2)(3)

__________

(1)	Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on July 29, 2013.
(2)	Filed or furnished herewith.
(3)	In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

SIGNATURES

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

	Changing Technologies, Inc.
Date: February 19, 2016	BY: /s/ Marco Valenzuela
	Marco Valenzuela
	CEO, President and Chairman

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