Independent Film Development CORP (Form: 10-Q, Received: 10/14/2016 14:30:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the Quarterly Period Ended June 30, 2016

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

For the Transition Period From to

INDEPENDENT FILM DEVELOPMENT CORPORATION

(Name of small business issuer specified in its charter)



Nevada	56-2676759
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2372 Morse Ave., Suite 413 Irvine, CA 92614	92614
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (310) 295-1711 (Former address of principle offices)

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

As of October 14, 2016, the issuer had 585,867,360 shares of common stock outstanding.

Transitional Small Business Disclosure Format: Yes ¨ No x

Independent Film Development Corporation

FORM 10-Q

For the Quarterly Period Ended June 30, 2016

INDEX


PART I	Financial Information	4
Item 1.	Condensed Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24

PART II	Other Information	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Condensed Consolidated Balance Sheets as of June 30, 2016 (unaudited) and September 30, 2015	5
Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2016 and 2015 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2016 and 2015 (unaudited)	7
Condensed Notes to the Consolidated Financial Statements (unaudited)	8

Independent Film Development Corporation
Condensed Consolidated Balance Sheets
		June 30, 2016			September 30, 2015
ASSETS		(unaudited)
Cash	$	24,993		$	80
Inventory		4,750
Total Current Assets		29,743			80
Security deposit		9,630			—
Fixed assets, net of accumulated depreciation of $2,084		10,416			—
Total Assets	$	49,789		$	80

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and other accruals	$	151,471		$	115,677
Deferred rent expense		28,842			—
Accrued officer compensation – related party		746,606			720,875
Accrued interest and penalties		373,325			351,874
Loans payable		54,244			38,493
Loans payable - related party		103,018			12,687
Derivative liability		583,868			127,202
Convertible notes payable, net of discount of $194,051 and $27,637, respectively		218,216			9,628
Convertible notes payable in default		154,995			168,430
Total Liabilities		2,414,585			1,544,866

Stockholders' Equity (Deficit):
Preferred Stock, $0.0001 par value, 4,980,000 shares authorized, none issued and outstanding		—			—
Series A Preferred Stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 issued and outstanding, respectively		500			500
Series AA Preferred Stock, $0.0001 par value, 10 shares authorized, 10 and 10 issued and outstanding, respectively		—			—
Series B Preferred Stock, $0.0001 par value, 5,000,000 shares authorized, 83,268 and 57,298 issued and outstanding, respectively		8			6
Series F Preferred Stock, $0.0001 par value, 20,000 shares authorized, 20,000 and 20,000 issued and outstanding, respectively		2			2
Common stock, $0.00001 par value, 6,000,000,000 shares authorized, 323,474,377 and 67,398,079 issued and outstanding, respectively		3,234			674
Additional paid in capital		10,520,016			10,400,286
Common stock payable		38,000			61,470
Series B Preferred Stock payable		—			45,000
Accumulated deficit		(12,926,556	)		(12,052,724	)
Total Stockholders' Equity (Deficit)		(2,364,796	)		(1,544,786	)
Total Liabilities and Stockholders' Equity (Deficit)	$	49,789		$	80

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

Independent Film Development Corporation Statements of Operations (unaudited)
	For the three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2016			2015			2016			2015

Revenue	$	58,406		$	—		$	101,327		$	—
Cost of sales		(34,087	)		—			(54,556	)		—
Gross margin		24,319			—			46,771			—

Operating Expenses:
Officer compensation		32,500			142,000			105,000			373,001
Professional fees		20,558			6,445			33,033			30,281
General and administrative		193,713			13,067			447,004			27,887
Total operating expenses		246,771			161,512			585,037			431,169
Loss from operations		(222,452	)		(161,512	)		(538,266	)		(431,169	)

Other income and (expense):
Gain (loss) on derivative liability		(54,475	)		10,285			(49,964	)		(12,503	)
Gain on extinguishment of debt		—			45,000			—			45,000
Gain (loss) on settlement of debt		—			134,250			—			(2,973,250	)
Penalty expense		—			—			—			(31,875	)
Interest expense		(165,867	)		(48,308	)		(285,599	)		(144,543	)
Total other income (expense)		(220,342	)		141,227			(335,563	)		(3,117,171	)

Net loss	$	(442,794	)	$	(20,285	)	$	(873,829	)	$	(3,548,340	)

Loss per share:
Basic	$	(0.00	)	$	(0.03	)	$	(0.00	)	$	(11.76	)

Weighted average shares:
Outstanding basic		323,474,377			711,906			302,437,122			301,664

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

Independent Film Development Corporation
Statements of Cash Flows (unaudited)
	For the Nine Months Ended
	June 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(873,829	)	$	(3,548,340	)
Adjustments to reconcile net (loss) to total cash used in operations:
Preferred stock for compensation		—			167,676
Common stock issued for compensation		—			2,000
Convertible note issued for compensation		217,500			—
Loss on derivative issuance		150,124
(Gain) loss on derivative liability		76,018			12,503
Loss on extinguishment of debt		—			2,973,250
(Gain) from settlement of accounts payable					(45,000	)
Debt discount amortization		107,008			115,979
Depreciation expense		2,084			—
Change in assets and liabilities:
Other assets		(9,630	)		33,375
Inventory		(4,750	)		—
Accounts payable & accruals		86,676			31,295
Increase in accrued compensation		25,731			147,276
Net cash used in operating activities		(223,068	)		(109,986	)

Cash flows from (used in) investing activities:
Cash paid for investment		—			(2,500	)
Purchase of fixed assets		(12,500	)		—
Net cash used by investing activities		(12,500	)		(2,500	)

Cash flows from financing activities:
Cash received from convertible notes		170,150			—
Payment on convertible notes		—			(7,585	)
Cash received from notes payable		—			35,125
Cash received from loans payable, related party		90,331			—
Proceeds from the sale of common stock		—			3,000
Net cash provided by financing activities		260,481			30,540
Net increase (decrease) in cash		24,913			(81,946	)
Cash at beginning of period		80			81,980
Cash at end of period	$	24,993		$	34

Supplemental disclosure of non-cash activities
Common stock issued for accounts payable and accrued interest	$	—		$	39,688
Debt discount on convertible notes payable		—			23,625
Common stock issued for conversion of debt	$	16,978		$	52,855
Settlement of derivative liability	$	16,844		$	58,800
Preferred stock issued for accrued salary		—			101,250
Issuance of derivative on convertible note	$	423,546		$	—

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

Independent Film Development Corporation

Notes to Condensed Consolidated Financial Statements

June 30, 2016

(Unaudited)

NOTE 1: HISTORY OF OPERATIONS

Business Activity

Independent Film Development Corporation (“IFLM”) was incorporated in the State of Nevada on September 14, 2007. The Company’s current plan of operations consists of three parts:

To operate the Company’s newly acquired hospitality asset, C2C Restaurant Group, Inc. (“C2C”). The first restaurant to fall under C2C, Chef Eddie G’s Kitchen, was opened in December 2015 in Manhattan’s East Harlem neighborhood in New York City.

The development of content creation/distribution projects, both in the form of original theatrical material as well as related and/or derivative programming related to the operations of C2C. IFLM will pursue those projects that align with the company’s strategic vision.

The acquisition of real estate assets which present value creation potential due to the complexity or illiquidity of their existing ownership and/or capital structure. In such situations, IFLM will seek to actively work through the complexities, gain control of the asset, actively manage, recapitalize and thereby create value.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission ("SEC") for interim financial information and the SEC instructions to Form 10-Q, accordingly, they do not include all of the information and footnotes required by U.S. GAAP for completed financial statements. In the opinion of management, all adjustments necessary in order for the financial statements to not be misleading have been reflected herein. Operating results for the interim period ended June 30, 2016 are not necessarily indicative of the results that can be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended September 30, 2015.

Use of Estimates

In preparing financial statements in conformity with U.S. GAAP, management is required 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, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of equity instruments recorded as derivative liabilities, and estimating the useful lives of amortizable assets and whether impairment charges may apply.

Principles of Consolidation

The consolidated financial statements include the accounts of Independent Film Development Corporation and its wholly-owned subsidiary C2C Restaurant Group, Inc. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the nine months ended June 30, 2016.

Property and equipment

Property and equipment are recorded at cost. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years.

Inventories

Inventory is composed of mostly food products, beverages and paper goods. Inventory is valued at cost. Due to the nature of the Company’s inventory and its quick turn over a valuation allowance is not necessary. As of June 30, 2016 and September 30, 2015 inventory was $4,750 and $0, respectively.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed and determinable; and 4) collection is reasonably assured. The Company’s revenue is recognized when payment is tendered at the time of sale. The Company presents sales net of sales-related taxes.

Segment Reporting

FASB ASC Topic 280, Segment Reporting , requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one reportable segments. See Note 9.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2016.

The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2016 and September 30, 2015 on a recurring basis:

June 30, 2016

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative		-		-		583,868		(49,964)
Total	$	-	$	-	$	583,868	$	(49,964)

September 30, 2015

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative		-		-		127,202		(128,079)
Total	$	-	$	-	$	127,202	$	(128,079)

Derivative Liabilities

The Company records the fair value of its derivative financial instruments in accordance with ASC815, Derivatives and Hedging . The fair value of the derivatives was calculated using a multi-nomial lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations

Derivative financial instruments should be recorded as liabilities in the balance sheet and measured at fair value. For purposes of the Company’s financial statements fair value was used as the basis for formulating an analysis which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. In determining the fair value of the derivatives it was assumed that the Company’s business would be conducted as a going concern. These derivative liabilities will need to be marked-to-market each quarter with the change in fair value recorded in the income statement.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3: ACQUISITIONS

On September 21, 2015, the Company entered into a share purchase agreement, by and among the Company, C2C Restaurant Group, Inc., a New York corporation and a restaurant holding company (“C2C”), and the shareholders of C2C, pursuant to which the Company purchased all of the outstanding common stock of C2C in exchange for 20,000 shares of our Series F preferred stock, par value $0.0001 per. Based upon an independent third party valuation the purchase was fair valued in two parts. First, a value of $5,600 was capitalized as a trade name for Chef Eddie G's Kitchen. Second the Company recorded goodwill in the amount of $117,754. The location for C2C’s first restaurant, Chef Eddie G's Kitchen, opened in December on Park Avenue in Manhattan, New York.

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets , requiring that a test for impairment be performed at least annually. As of September 30, 2015 the Company performed the required impairment analysis which resulted in the impairment of both the goodwill and trade name valuation amounts in their entirety. The Company recorded impairment expense of $122,354.

NOTE 4: PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, less accumulated depreciation consisted of the following:

	June 30, 2016			September 30, 2015
Furniture	$	12,500		$	—
Less: accumulated depreciation		(2,084	)		—
Fixed assets, net	$	10,416		$	—

Depreciation expense for the three months ended June 30, 2016 and 2015 was $2,084 and $0, respectively.

NOTE 5: ACCRUED INTEREST AND PENALTIES

Following is a summary of the Company’s accrued penalties and interest as of:

	June 30, 2016		September 30, 2015
Neil Linder – accrued penalties and interest (refer to Note 5)	$	340,126	$	328,531
Other convertible debt – accrued interest (refer to Note 5)		22,147		17,965
Loans payable – accrued interest (refer to Note 6)		11,052		5,378
	$	373,325	$	351,874

NOTE 6: CONVERTIBLE NOTES PAYABLE

On April 9, 2012, the Company entered into a $100,000 convertible debenture with Neil Linder. The debenture accrued interest of 12% and matured on April 9, 2013. Mr. Linder has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to the lesser of fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $49,532, $15,994 of which was amortized in the fiscal year ended September 30, 2012 with the remaining $33,538 amortized the fiscal year ended September 30, 2013. During the fiscal year ending September 30, 2013, $13,950 of the $100,000 debenture was converted into 821 shares of common stock. This conversion was converted within the terms of the agreement. On March 30, 2015, $4,000 of accrued interest was converted into 1,600 shares of common stock. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18%, a $1,000 per business day penalty was being imposed for failure to execute a conversion in a timely manner, and an additional accrual of $112,509 was accounted for as a result of a provision requiring additional funds due in the event that a “default payment” is made by the Company. As of September 30, 2015 $86,050 of the principal face value of the Debenture remains outstanding along with $285,509 of accrued penalties and interest. As of June 30, 2016, $86,050 of the principal face value of the Debenture remains outstanding along with $340,126 of accrued penalties and interest. This note is currently in default.

On April 28, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum but was increased to 22% on the maturity date, is unsecured and matured on January 30, 2015. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As a result of the conversion feature the Company has recorded a debt discount of $37,500, all of which has been amortized to interest expense as of September 30, 2015. The discount was determined by calculating the intrinsic value of the loan based on the stock price on the date of the loan of $0.015 and the conversion price of $0.00406. The intrinsic value was $101,047; however, the discount is limited to the amount of the loan. On September 30, 2015, $22,970 of principal was converted into 49,937,783 shares of common stock. During the nine months ended June 30, 2016, $10,485 of principle was converted into 99,250,000 shares of common stock. On June 30, 2016, the fair value of the derivative was calculated using a multi-nomial lattice model. As of September 30, 2015, there is $14,530 of principal and $7,629 of accrued interest due on this note. As of June 30, 2016, there is $4,045 of principal and $3,000 of accrued interest due on this note. This note is currently past due.

On June 25, 2014, the Company issued a Convertible Promissory Note to LG Capital Funding, LLC, in the amount of $47,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on June 25, 2015. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature the Company has recorded a debt discount of $47,500, all of which has been amortized to interest expense as of September 30, 2015. The discount was determined by calculating the intrinsic value of the loan based on the stock price on the date of the loan of $0.011 and the conversion price of $0.0035. The intrinsic value was $102,644; however, the discount is limited to the amount of the loan. On April 16, 2015, $1,500 of principal and $97 of interest was converted into 3,060,000 shares of common stock. On May 28, 2015, $8,000 of principal and $591 of interest was converted into 29,624 shares of common stock. On August 25, 2015, $5,000 of principal and $468 of interest was converted into 897,857 shares of common stock. During the nine months ended June 30, 2016, $5,600 of principle and $592 of interest was converted into 56,892,715 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. On June 30, 2016, the fair value of the derivative was calculated using a multi-nomial lattice model. As of September 30, 2015, there is $33,000 of principal and $4,088 of accrued interest on this note. As of June 30, 2016, there is $27,400 of principal and $6,825 of accrued interest due on this note. This note is currently past due.

On July 17, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on April 21, 2015. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As a result of the conversion feature the Company has recorded a debt discount of $37,500, all of which has been amortized to interest expense as of September 30, 2015. The discount was determined by calculating the intrinsic value of the loan based on the stock price on the date of the loan of $0.0114 and the conversion price of $0.00518. The intrinsic value was $45,008; however, the discount is limited to the amount of the loan. On June 30, 2016, the fair value of the derivative was calculated using a multi-nomial lattice model. As of September 30, 2015, there is $37,500 of principal and $6,249 of accrued interest on this note. As of June 30, 2016, there is $37,500 of principal and $3,000 of accrued interest due on this note. This note is currently past due.

On March 19, 2015, the Company executed a convertible promissory note for $7,500 with John D Thomas in exchange for legal services. The note is unsecured, accrued interest at 10% and is due on demand. The Note is convertible into common stock at $.00001 per share. As a result of the conversion feature the Company has recorded a debt discount of $7,500 all of which has been amortized to interest expense as of June 30, 2016. As of September 30, 2015, there is $7,500 of principal and $401 of accrued interest on this note. As of June 30, 2016 there is $7,500 of principal and $964 of accrued interest due on this note.

On May 18, 2015, the Company executed a convertible promissory note for $16,700 with Syndicate Consulting, Inc. The note is unsecured, accrued interest at 10% and is due on demand. The Note is convertible into common stock at $.00005 per share. As a result of the conversion feature the Company has recorded a debt discount of $16,700 all of which has been amortized to interest expense as of June 30, 2016. The discount was determined by calculating the intrinsic value of the loan based on the stock price on the date of the loan of $0.0007 and the conversion price of $0.00005. The intrinsic value was limited to the amount of the loan. As of September 30, 2015, there is $16,700 of principal and $935 of accrued interest on this note. As of June 30, 2016 there is $16,700 of principal and $2,335 of accrued interest due on this note.

On May 20, 2015, the Company executed a convertible promissory note for $5,925 with Syndicate Consulting, Inc. The note is unsecured, accrued interest at 10% and is due on demand. The Note is convertible into common stock at $.00005 per share. As a result of the conversion feature the Company has recorded a debt discount of $5,925 all of which has been amortized to interest expense as of June 30, 2016. The discount was determined by calculating the intrinsic value of the loan based on the stock price on the date of the loan of $0.0003 and the conversion price of $0.00005. The intrinsic value was limited to the amount of the loan. As of June 30, 2016 there is $5,925 of principal and $445 of accrued interest due on this note. This loan is due on demand. On August 18, 2015, Syndicate advanced the Company an additional $7,140. The advance in noninterest bearing and due on demand. As of June 30, 2016, $7,140 in still outstanding.

On July 5, 2015, the Company executed a convertible note with a director for conversion of $40,000 of accrued salary. As a result of the conversion feature the Company has recorded a debt discount of $40,000 all of which has been amortized to interest expense as of September 30, 2015. On July 30, 2015, the note was converted into 22,000 shares of Series B preferred stock. As the conversion occurred within the terms of the note agreement, no gain or loss was recognized.

On February 17, 2016, the Company issued a Convertible Promissory Note to T McNeil Advisors, LLC, in the amount of $217,500 for services to be rendered over a minimum three-month period. The note bears interest at a rate of 8% per annum, is unsecured and matures on February 17, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 55% of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $111,998, to be amortized to interest expense. As of June 30, 2016, $22,647 was amortized to interest expense and the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $217,500 of principal and $6,388 of accrued interest due on this note.

On March 1, 2016, the Company issued a Convertible Promissory Note to LG Capital Funding, LLC, in the amount of $39,375. The note bears interest at a rate of 8% per annum, is unsecured and matures on February 24, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $39,375, to been amortized to interest expense. As of June 30, 2016, $2,293 of the debt discount was amortized to interest expense and the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $39,375 of principal and $1,036 of accrued interest due on this note.

On March 1, 2016, the Company issued a Convertible Promissory Note to Cerberus Finance Group, LTD, in the amount of $39,375. The note bears interest at a rate of 8% per annum, is unsecured and matures on March 1, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $39,375, to be amortized to interest expense. As of June 30, 2016, $6,381 of the debt discount was amortized to interest expense the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $39,375 of principal and $1,036 of accrued interest due on this note.

On April 6, 2016, the Company issued a Convertible Promissory Note to LG Capital Funding, LLC, in the amount of $19,688. The note bears interest at a rate of 8% per annum, is unsecured and matures on April 6, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $19,688, to been amortized to interest expense. As of June 30, 2016, $2,107 of the debt discount was amortized to interest expense and the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $19,688 of principal and $367 of accrued interest due on this note.

On April 6, 2016, the Company issued a Convertible Promissory Note to Cerberus Finance Group, LTD, in the amount of $19,688. The note bears interest at a rate of 8% per annum, is unsecured and matures on April 6, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $19,688, to been amortized to interest expense. As of June 30, 2016, $2,099 of the debt discount was amortized to interest expense the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $19,688 of principal and $367 of accrued interest due on this note.

On June 10, 2016, the Company issued a Convertible Promissory Note to LG Capital Funding, LLC, in the amount of $19,688. The note bears interest at a rate of 8% per annum, is unsecured and matures on June 10, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $19,688, to been amortized to interest expense. As of June 30, 2016, $1,079 of the debt discount was amortized to interest expense and the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $19,688 of principal and $86 of accrued interest due on this note.

On June 14, 2016, the Company issued a Convertible Promissory Note to Cerberus Finance Group, LTD, in the amount of $19,688. The note bears interest at a rate of 8% per annum, is unsecured and matures on June 14, 2017. The Note is convertible into common stock in whole or in part at any time at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date. As a result of the conversion feature, which is due to an embedded derivative, the Company has recorded a debt discount of $19,688, to been amortized to interest expense. As of June 30, 2016, $863 of the debt discount was amortized to interest expense the fair value of the derivative was calculated using a multi-nomial lattice model. As of June 30, 2016, there is $19,688 of principal and $69 of accrued interest due on this note.

A summary of outstanding convertible notes as of September 30, 2015 and June 30, 2016 is as follows:

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Principal Balance 9/30/2015	Changes	Principal Balance 6/30/2016
*Notes in default*
Neil Linder	4/9/2012	4/9/2013	18%	$ 86,050	-	$ 86,050
Jabro Funding Corp	4/28/2014	1/30/2015	22%	14,530	(10,485) ⁽¹⁾	4,045
LG Capital Funding	6/25/2014	6/25/2015	16%	33,000	(5,600) ⁽²⁾	27,400
Jabro Funding Corp	7/17/2014	4/21/2015	22%	37,500	-	37,500
Total				171,080		154,995
Less debt discount				(2,650)		-
Total				$ 168,430		$ 154,995
*Notes not in default*
John D Thomas	3/19/2015	Demand	10%	$ 7,500	-	$ 7,500
Syndicate Consulting, Inc.	5/18/2015	Demand	10%	16,700	-	16,700
Syndicate Consulting, Inc.	5/20/2015	Demand	10%	5,925	-	5,925
Syndicate Consulting, Inc.	8/18/2015	Demand	0%	4,490	2,650 ⁽³⁾	7,140
T McNeil Advisors, LLC	2/17/2016	2/17/2017	8%	-	-	217,500
LG Capital Funding	3/1/2016	2/24/2017	8%	-	-	39,375
Cerberus Finance Group, LTD	3/1/2016	3/1/2017	8%	-	-	39,375
LG Capital Funding	4/6/2016	4/6/2017	8%	-	-	19,688
Cerberus Finance Group, LTD	4/6/2016	4/6/2017	8%	-	-	19,688
LG Capital Funding	6/10/2016	6/10/2017	8%	-	-	19,688
Cerberus Finance Group, LTD	6/14/2016	6/14/2017	8%	-	-	19,688
Total				34,615		412,267
Less debt discount				(24,987)		(194,051)
Total				$ 9,628		$ 218,216

(1)

$10,485 converted to common stock

(2)

$5,600 converted to common stock

(3)

$2,650 new borrowing

A summary of the activity of the derivative liability for the notes above is as follows:

Balance at September 30, 2014		183,648
Decrease in derivative due to payment/conversion of debt		(259,649	)
Increase to derivative due to debt discount		75,125
Increase to derivative due to new issuances		1,778,224
Derivative (gain) due to mark to market adjustment		(1,650,146	)
Balance at September 30, 2015		127,203
Decrease in derivative due to conversion of debt		(16,843	)
Increase to derivative due to new issuances		423,544
Derivative loss due to mark to market adjustment		49,964
Balance at June 30, 2016	$	583,868

NOTE 7: LOANS PAYABLE – RELATED PARTY AND THIRD PARTY

Third Party

On September 25, 2015, the Company executed a promissory note with a shareholder for $30,000. The $30,000 was previously credited to additional paid in capital; however, was changed to a promissory note as a result of a mutual agreement between the parties. The note is unsecured, accrues interest at 8% and matures March 25, 2016. As of June 30, 2016, $30,000 of principle and $1,838 of interest remain outstanding. This note is in default.

As of June 30, 2016 and September 30, 2015, the Company owed a total of $9,244 and $9,243, respectively to various third parties. All amounts are due on demand. As of June 30, 2016, $9,244 of principle and $3,881 of interest remain outstanding.

On January 15, 2016, the Company executed a promissory note with a third party for $15,000. The note is unsecured, bears interest at 10% and is due within eighteen months. In connection with and for consideration of loaning the funds to the Company. The Company issued 2,000 shares of Series B preferred stock. The shares were fair valued at $20,000, which was credited to additional paid in capital and debited $3,921 to debt discount. As of June 30, 2016, $2,085 of the debt discount was amortized to interest expense. As of June 30, 2016, $15,000 of principle and $625 of interest remain outstanding.

Related Party

On May 8, 2015, the Company executed a promissory note for $4,000 with Pat Ritchie, the mother of CEO, Jeff Ritchie. The loan is unsecured, accrues interest at 10% and is due within one year. As of June 30, 2015, $4,000 of principle and $555 of interest remain outstanding.

As of June 30, 2016 and September 30, 2015, the Company owed a total of $8,687 and $8,687, respectively to a former officer for advances made to the Company to pay for general operating expenses. The advances are unsecured, accrue no interest and are due on demand.

On November 3, 2015 and November 24, 2015, the Company executed a promissory note for $4,100 and $4,000, respectively with the sister of CEO, Jeff Ritchie. The loans are unsecured, accrue interest at 10% and are due within one year. As of June 30, 2015, $8,100 of principle and $705 of interest remain outstanding.

During the nine months ended June 30, 2016, Edward Gallagher, owner/operator of C2C restaurant Group, Inc. used $82,231 of his personal funds to pay for expenses related to the setup and opening of the restaurant. The advance is unsecured, non-interest bearing and due on demand. As of June 30, 2016, $82,231 remains outstanding.

A summary of the related party loans as of September 30, 2015 and June 30, 2016 is as follows.

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Principal Balance 9/30/2015	Changes	Principal Balance 6/30/2016
*Related Party Loans*
Pat Ritchie	5/8/2015	5/8/2016	10%	$ 4,000	-	$ 4,000
Former Officer	n/a	demand	0%	8,687	-	8,687
Other Related Party	11/3/2015	11/3/2016	10%	-	-	4,100
Other Related Party	11/24/2015	11/24/2016	10%	-	-	4,000
Edward Gallagher	n/a	demand	0%	-	-	82,231
Total				$ 12,687		$ 103,018

*Third Party Loans*
Loan #1 (in default)	9/25/2015	3/25/2016	8%	$ 30,000	-	$ 30,000
Loan #2	various	demand	0%	8,493	751	9,244
Loan #3	1/15/2016	7/15/2017	10%	-	$ 15,000	15,000
Total				$ 38,493		$ 54,244

NOTE 8: COMMON STOCK TRANSACTIONS

Fiscal year 2015

On October 29, 2014, the Company issued 1,820 shares of common stock to Asher Enterprises, Inc. in conversion of $5,915 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On November 11, 2014, the Company issued 1,820 shares of common stock to Asher Enterprises, Inc. for conversion of $5,915 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On November 12, 2014, the Company issued 2,800 shares of common stock to a service provider in conversion of $35,000 of accounts payable for services rendered in a prior period. The shares were valued based on the closing price of the common stock on the date of grant.

On November 25, 2014, the Company sold 1,200 shares of common stock for total proceeds of $3,000.

Effective February 11, 2015, the Company restated its Articles of Incorporation in which it changed the par value of the Company’s common stock from $0.0001 to $0.00001 and increased the authorized shares of common stock to 2,000,000,000. The value of the common stock and additional paid in capital accounts have been retroactively adjusted for the change in par value.

On March 2, 2015, the Company issued 400 shares of common stock to Rachel Boulds, the former CFO for services. The shares were valued based on the closing price of the common stock on the date of grant for a total non-cash expense of $2,000.

On March 2, 2015, the Company issued 600,000 shares of common stock to Jeff Ritchie, Interim CEO for conversion of $15,000 of accrued salary. The shares were valued based on the closing price of the common stock on the date of grant which resulted in a loss on conversion of $2,985,000. June 4, 2015. Mr. Ritchie returned 40,000 shares to the Company. The Company credited loss on conversion of debt $200,000 due to the return of shares which resulted in a net issuance of 560,000 shares and a net loss on conversion of $2,785,000.

On March 2, 2015, the Company issued 25,000 shares of common stock to DTS Partners, LLC, for conversion of $2,500 of principal due to them. The shares were valued based on the closing price of the common stock on the date of conversion which resulted in a loss on conversion of $122,500.

On March 30, 2015, the Company issued 1,600 shares of common stock to Neil Linder, for conversion of $4,000 of accrued interest due to him. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On April 16, 2015, the Company issued 1,224 shares of common stock to LG Capital Funding in conversion of $1,500 of principal and $97 of interest due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On May 13, 2015, the Company issued 25,000 shares of common stock to DTS Partners, LLC for conversion of $2,500 of principal due to them. The shares were valued based on the closing price of the common stock on the date of conversion which resulted in a loss on conversion of $28,750.

On May 20, 2015, the Company issued 34,852 shares of common stock to Jabro Funding Corp in conversion of $23,525 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On May 21, 2015, the Company issued 26,667 shares of common stock to JT Sands Corp. for conversion of $2,000 of principal due to them. The shares were valued based on the closing price of the common stock on the date of conversion which resulted in a loss on conversion of $18,000.

On May 28, 2015, the Company issued 29,624 shares of common stock to LG Capital Funding in conversion of $8,000 of principal and $591 of interest due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On June 2, 2015, the Company issued 40,000 shares of common stock to an individual for conversion of $1,000 of principal due to them. The shares were valued based on the closing price of the common stock on the date of conversion which resulted in a loss on conversion of $19,000.

Effective July 1, 2015, the Company approved a 2,500 for 1 reverse stock split. All shares throughout these financial statements and Form 10-Q have been retroactively restated for the reverse.

On August 15, 2015, the Company issued 50,000,000 shares of common stock to Syndicate Consulting, Inc., for conversion of $2,500 of principal due to them. The shares were valued based on the closing price of the common stock on the date of conversion which resulted in a loss on conversion of $1,247,500.

On August 15, 2015, the Company issued 10,000,000 shares of common stock to VanCal Partners, LLC, for conversion of $500 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On August 25, 2015, the Company issued 897,857 shares of common stock to LG Capital Funding in conversion of $5,000 of principal and $468 of interest due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On September 8, 2015, the Company issued 5,676,923 shares of common stock to Jabro Funding Corp in conversion of $13,060 of principal and $1,700 of interest due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On September 25, 2015, the Company authorized 10,000,000 shares of common stock to VanCal Partners, LLC, for conversion of $500 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized. As of September 30, 2015, the shares have not yet been issued by the transfer agent; therefore, the $500 has been credited to common stock payable.

On September 30, 2015, the Company authorized 49,934,783 shares of common stock to Jabro Funding Corp in conversion of $22,970 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized. As of September 30, 2015, the shares have not yet been issued by the transfer agent; therefore, the $22,970 has been credited to common stock payable.

Fiscal year 2016

On October 1, 2015, the transfer agent issued 49,934,783 shares of common stock to Jabro Funding Corp valued at $22,970. The shares had been issued for conversion of debt in the prior year and credited to common stock payable.

On October 1, 2015, the Company issued 7,123,060 shares of common stock to LG Capital Funding in conversion of $3,000 of principal and $305 of interest due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On October 6, 2015, the transfer agent issued 10,000,000 shares of common stock to VanCal Partners, LLC valued at $500. The shares had been issued for conversion of debt in the prior year and credited to common stock payable.

On October 13, 2015, the Company issued 40,000,000 shares of common stock to VanCal Partners, LLC in conversion of $2,000 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On October 14, 2015, the Company issued 49,333,333 shares of common stock to Jabro Funding Corp in conversion of $7,490 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On November 9, 2015, the Company issued 49,769,655 shares of common stock to LG Capital Funding in conversion of $2,600 of principal and $287 of interest due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On November 18, 2015, the Company issued 49,916,667 shares of common stock to Jabro Funding Corp in conversion of $2,995 of principal due to them. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

NOTE 9: PREFERRED STOCK

The Company is authorized to issue 15,000,010 preferred shares with a par value of $0.0001 per share.

Series A Preferred Stock

On June 17, 2013, the Board of Directors designated a series of preferred stock titled Series A Preferred Stock consisting of 5,000,000 shares. There is currently no market for the shares of Series A Preferred Stock and they cannot be converted into shares of common stock of the Company. The shares have super voting rights of 100 common shares for every one share of Series A. The Preferred Series A do not contain any rights to dividends; have no liquidation preference; are not to be amended without the holders approval.

On December 1, 2014, the Company issued 5,000,000 shares of Series A Preferred stock to Jeff Ritchie, CEO for services rendered. The company had a valuation completed, by an independent third party, and as a result expensed the value of the Preferred A during the quarter at a value of $79,000.

Series B Preferred Stock

On March 26, 2015, the Board of Directors designated a series of preferred stock titled Series B Preferred Stock consisting of 10,000,000 shares. There is currently no market for the shares of Series B Preferred Stock. They can be converted into shares of common stock of the Company at par value ($.00001) and are priced at $2.50 per share. The Series B have voting rights of 10 votes per share, are entitled to dividends if declared and have liquidation preference to stock below it.

On April 1, 2015, the Company declared a preferred stock dividend of one share of Series B preferred stock for every 100,000 shares of common stock, resulting in the issuance of 16,768 (net of 30 shares canceled that were issued in error) of Series B preferred stock.

On June 11, 2015, the Company issued 40,500 shares of Series B preferred stock to officers in conversion of $101,246 of accrued compensation. The shares were valued based on the closing price of the common stock on the date of conversion which resulted in no loss on conversion as the value of the shares, which have no special voting rights, were the same as the $101,246 of accrued compensation.

On July 30, 2015, the Company authorized 22,000 shares of Series B preferred stock to a director in conversion of a $40,000 promissory note that was issued for conversion of accrued salary. As of September 30, 2015, the shares had not yet been issued resulting in a $40,000 credit to preferred stock payable. The shares were issued on March 7, 2016. Due to the conversion within the terms of the agreement, no gain or loss was recognized.

On September 14, 2015, the Company sold 2,000 shares of Series B preferred stock for total cash proceeds of $5,000. As of September 30, 2015, the shares had not yet been issued resulting in a $5,000 credit to preferred stock payable. The shares were issued on March 7, 2016.

On January 15, 2016, the Company issued 2,000 shares of Series B preferred stock as consideration for a loan to the Company. The shares were fair valued at $20,000, which was credited to additional paid in capital and debited to debt discount. As of June 30, 2016, $2,084 of the debt discount was amortized to interest expense.

Series AA Preferred Stock

On February 18, 2015, the Board of Directors designated a series of preferred stock titled Series AA Preferred Stock consisting of 10 shares. The shares are convertible into the number of shares of common stock equal to four times the sum of the total number of common stock issued and the total number of Series B issued. The Preferred Series AA do not contain any rights to dividends; have no liquidation preference and are not to be amended without the holders approval.

On June 30, 2015, the Company issued 10 shares of Series AA preferred stock to its Jeff Ritchie, CEO. The company had a valuation completed resulting in non-cash compensation expense of $88,676.

Series F Preferred Stock

On September 25, 2015, the Board of Directors designated a series of preferred stock titled Series F Preferred Stock consisting of 20,000 shares. There is currently no market for the shares of Series F Preferred Stock. They can be converted into shares of common stock of the Company at par value ($.00001) and are priced at $2.50 per share. The Series F have voting rights of 1 vote per share, are entitled to dividends if declared and have liquidation preference to stock below it.

On September 21, 2015, the Company entered into a share purchase agreement, by and among the Company, C2C Restaurant Group, Inc., a New York corporation and a restaurant holding company (“C2C”), and the shareholders of C2C, pursuant to which the Company purchased all of the outstanding common stock of C2C in exchange for 20,000 shares of our Series F preferred stock, par value $0.0001. Based upon a third party valuation the purchase was fair valued in two parts. First, a value of $5,600 was capitalized as a trade name for Chef Eddie G's Kitchen. This will be amortized over fifteen years, and is shown net of $8 amortization expense as of September 30, 2015. Second the Company recorded goodwill in the amount of $117,754. Refer to Note 3.

NOTE 10 – SEGMENT REPORTING

Segment Reporting

ASC Topic 280, Segment Reporting , requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has one reportable segments: C2C Restaurant Group, Inc. C2C currently has one restaurant open and operating in New York City.

The following tables summarize the Company’s segment information for the nine months ended June 30, 2016. There was no segment activity during the nine months ended June 30, 2015.

	Nine Months Ended June 30, 2016
Sales
C2C Restaurant Group, Inc.	$	101,327
Corporate		—
	$	101,327
Cost of sales
C2C Restaurant Group, Inc.	$	54,556
Corporate		—
	$	54,556
Gross margin
C2C Restaurant Group, Inc.	$	46,771
Corporate		—
	$	46,771
Operating expenses
C2C Restaurant Group, Inc.	$	164,771
Corporate		420,266
	$	585,037
Loss from operations
C2C Restaurant Group, Inc.	$	(118,000	)
Corporate		(420,266	)
	$	(538,266	)
Other expense
C2C Restaurant Group, Inc.	$	(6,424	)
Corporate		(329,139	)
	$	(335,563	)
Net income (loss)
C2C Restaurant Group, Inc.	$	(124,424	)
Corporate		(749,205	)
	$	(873,829	)

		As of
		June 30,
		2016
Total Assets
C2C Restaurant Group, Inc.	$	26,983
Corporate		22,806
	$	49,789
Total Liabilities
C2C Restaurant Group, Inc.	$	136,959
Corporate		2,277,626
	$	2,414,585

NOTE 11 – RELATED PARTIES

Fiscal year 2015

Loans payable:

On May 8, 2015, the Company executed a promissory note for $4,000 with Pat Ritchie, the mother of CEO, Jeff Ritchie. The loan is unsecured, accrues interest at 10% and is due within one year.

As of June 30, 2016, the Company owed a total of $8,687 to a former officer for advances made to the Company to pay for general operating expenses. The advances are unsecured, accrue no interest and are due on demand.

During the nine months ended June 30, 2016, Edward Gallagher, owner/operator of C2C restaurant Group, Inc. advanced the Company $82,231 to pay for expenses related to the setup and opening of the restaurant. The advance is unsecured, non-interest bearing and due on demand. As of June 30, 2016, $82,231 remains outstanding.

Stock transactions:

On June 30, 2015, the Company issued 10 shares of Series AA preferred stock to its Jeff Ritchie, CEO. The company had a valuation completed resulting in non-cash compensation expense of $88,676.

On July 5, 2015, the Company executed a convertible note with a director for conversion of $40,000 of accrued salary. On July 30, 2015, the note was converted into 22,000 shares of Series B preferred stock. As the conversion occurred within the terms of the note agreement, no gain or loss was recognized.

Fiscal year 2016

Loans payable:

NOTE 12: COMMITMENTS AND CONTINGENCIES

Various lawsuits, claims and other contingencies arise in the ordinary course of the Company's business activities. As of the date of these financial statements, we know of no threatened or pending lawsuits, claims or other similar contingencies.

NOTE 13: GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has generated minimal revenue and has an accumulated deficit of $12,926,556 and has funded its operations primarily through the issuance of short term debt and equity. This matter raises substantial doubt about the Company's ability to continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing. Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence.

Management intends to raise financing through private equity financing or other means and interests that it deems necessary. There can be no assurance that the Company will be successful in its endeavor.

NOTE 14: SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements except for the following.

On September 16, 2016, the Company issued a Convertible Promissory Note to LG Capital Funding, LLC, in the amount of $42,000. The note bears interest at a rate of 8% per annum, is unsecured and matures on September 16, 2017. The Note is convertible into common stock in whole or in part at any time after funding at a variable conversion price equal to a 50% discount of the lowest trading price in the 20-day trading price prior to the conversion date.

On September 16, 2016, LG Capital Funding, LLC converted $1,530 of principle and $60 of accrued interest, due on the convertible promissory note dated February 24, 2016, into 31,921,200 shares of common stock.

On September 19, 2016, Cerberus Finance Group, LTD converted $775 of principle and $33 of accrued interest, due on the convertible promissory note dated March 3, 2016, into 309,136 shares of common stock.

On October 5, 2016, a related party converted $4,100 of principle and $709 of accrued interest into 24,045,000 shares of common stock.

On October 6, 2016, Jabro Funding Corp. converted $1,305 of principle, due on the convertible promissory note dated April 28, 2014, into 16,117,647 shares of common stock.

Subsequent to June 30, 2016, officers and directors of the company converted 1,900 shares of Series B Preferred Stock into 190,000,000 million shares of common stock.

Effective October 6, 2016, the Company increased its authorized common stock from 2,000,000,000 (2 billion) shares to 6,000,000,000 (6 billion) shares.

Item 2: Management’s Discussion and Analysis or Plan of Operation

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Report on Form 10-K, for the year ended September 30, 2015, filed with the Securities and Exchange Commission.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

our future operating results;

our business prospects;

our contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy;

our possible future financings; and

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Plan of Operations

The Company’s current plan of operations consists of three parts:

To begin operations of IFLM’s newly acquired hospitality asset, C2C Restaurant Group (“C2C”). The first restaurant to fall under C2C, Chef Eddie G’s Kitchen, was opened in December 2015 in Manhattan’s East Harlem neighborhood in New York City.

IFLM possesses a small video and film library.

Results of Operations – Three Months Ended June 30, 2016 as Compared to the Three Months Ended June 30, 2015

Sales and cost of sales

During the three months ended June 30, 2016, sales from our new subsidiary C2C Restaurant Group, Inc. (“C2C”), which opened its first location in December 2015 in New York City, were $58,406. Cost of sales was $34,087 for a gross margin of $24,319.

Operating Expenses

Professional fees for the three months ended June 30, 2016 were $20,558, as compared to $6,445 for the three months ended June 30, 2015, an increase of $14,113 or 219%. Professional fees mainly consist of legal, auditor and other fees associated with the Company’s quarterly filings and year-end audit.

Officer compensation expense for the three months ended June 30, 2016 decreased $109,500 to $32,500 as compared to $142,000 for the three months ended June 30, 2015. The expense consists of cash payments, accrued salary and stock. The decrease in compensation is due to no stock issued for compensation in the current period as well as a decrease in officer compensation in an effort to reduce liabilities.

General and administrative expense increased $180,646 to $193,713 for the three months ended June 30, 2016 from $13,067 for the three months ended June 30, 2015. The increase in the current period can be attributed to expenses incurred with the setup, opening and operating the restaurant.

Other Expense

Total other expense decreased from other income of $141,227 for the three months ended June 30, 2015 to other expense of $220,342 for the three months ended June 30, 2016. In the prior year we recognized a gain on settlement of debt of $134,250 and a $45,000 gain on extinguishment of debt. In the current period we had a $54,475 loss on derivative and $165,867 of interest expense.

Net Loss

We recorded a net loss of $442,794 for the three months ended June 30, 2016, as compared to $20,285 for the three months ended June 30, 2015.

Results of Operations – Nine Months Ended June 30, 2016 as Compared to the Nine Months Ended June 30, 2015

Sales and cost of sales

During the nine months ended June 30, 2016, sales from our new subsidiary C2C Restaurant Group, Inc. (“C2C”), which opened its first location in December 2015 in New York City, were $101,327. Cost of sales was $54,556 for a gross margin of $46,771.

Operating Expenses

Professional fees for the nine months ended June 30, 2016 were $33,033, as compared to $30,281 for the nine months ended June 30, 2015, an increase of $2,752 or .09%. Professional fees mainly consist of legal, auditor and other fees associated with the Company’s quarterly filings and year-end audit.

Officer compensation expense for the nine months ended June 30, 2016 decreased $268,001 or 71.8% to $105,000 as compared to $373,001 for the nine months ended June 30, 2015. The expense consists of cash payments, accrued salary and stock. The decrease in compensation is due to no stock issued for compensation in the current period as well as a decrease in officer compensation in an effort to reduce liabilities.

General and administrative expense increased $419,117 to $447,004 for the nine months ended June 30, 2016 from $27,887 for the nine months ended June 30, 2015. The increase in the current period can be attributed to expenses incurred with the setup, opening and operating the restaurant as well as $235,000 of consulting expense.

Other Expense

Total other expense decreased from $3,117,171 for the nine months ended June 30, 2015 to $335,563 for the nine months ended June 30, 2016. In the prior year we recognized a loss on settlement of debt of $2,973,250 as well as a $12,503 loss on derivative, a $31,875 penalty expense and $144,543 of interest expense. In the current period we had a $49,964 loss on derivative and $285,599 of interest expense.

Net Loss

We recorded a net loss of $873,829 for the nine months ended June 30, 2016, as compared to $3,548,340 for the nine months ended June 30, 2015.

Liquidity and Capital Resources

At June 30, 2016, we had an accumulated deficit of $12,926,556 and a working capital deficit of $2,384,842. For the nine months ended June 30, 2016, net cash used in operating activities was $223,068 and we received $260,481 from financing activities.

While we are attempting to increase operations and revenues, our cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of debt and equity financing. We believe that the actions presently being taken to further implement our business plan and generate increased revenues provide the

opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate increased revenues and in our ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate increased revenues.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Off-Balance Sheet Arrangements

We have not entered into 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 and would be considered material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 4: Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended June 30, 2016.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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.

Changes in Internal Controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the quarter ended June 30, 2016. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of our property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

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

On October 6, 2016, Jabro Funding Corp. converted $1,305 of principle, due on the convertible promissory note dated April 28, 2015, into 16,117,647 shares of common stock.

On October 5, 2016, a related party converted $4,100 of principle and $709 of accrued interest into 24,045,000 shares of common stock.

Subsequent to June 30, 2016, officers and directors of the company converted 1,900 shares of Series B Preferred Stock into 190,000,000 million shares of common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Amendment to Articles of Incorporation dated October 6, 2016	X
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
10.1	Convertible Promissory Note for $19,688 with Cerberus Finance Group, LTD, April 6, 2016	X
10.2	Convertible Promissory Note for $19,688 with LG Capital Funding, LLC, April 6, 2016	X
10.3	Convertible Promissory Note for $19,688 with Cerberus Finance Group, LTD, June 14, 2016	X
10.4	Convertible Promissory Note for $19,688 with LG Capital Funding, LLC, June 10, 2016	X
10.5	Convertible Promissory Note for $42,000 with LG Capital Funding, LLC, September 16, 2016	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

SIGNATURES

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



Date: October 14, 2016		INDEPENDENT FILM DEVELOPMENT CORPORATION BY: Jeff Ritchie /s/ Jeff Ritchie Jeff Ritchie Chief Executive Officer, Chief Financial Officer & Director

Exhibit 31.1

Section 302 Certifications

I, Jeff Ritchie, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2016 (the “report”) of Independent Development Film Corporation;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: October 14, 2016

/s/ Jeff Ritchie

Jeff Ritchie

Chief Executive Officer, Chief Financial Officer & Director

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officers of Independent Development Film Corporation. a Nevada corporation (the "Company"), does hereby certify, to the best of his knowledge, that:

1. The Quarterly Report on Form 10-Q for the period ending June 30, 2016 (the "Report") of the Company complies in all material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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



Date: October 14, 2016		INDEPENDENT FILM DEVELOPMENT CORPORATION BY: Jeff Ritchie /s/ Jeff Ritchie Jeff Ritchie Chief Executive Officer, Chief Financial Officer & Director

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $19,687.50

INDEPENDENT FILM DEVELOPMENT CORP.

8% CONVERTIBLE REDEEMABLE NOTE

DUE APRIL 6, 2017

FOR VALUE RECEIVED, Independent Film Development Corp. (the “Company”) promises to pay to the order of CERBERUS FINANCE GROUP, LTD and its authorized successors and permitted assigns (" Holder "), the aggregate principal face amount of Nineteen Thousand Six Hundred Eighty Seven Dollars 50/100 cents exactly (U.S. $19,687.50) on April 6, 2017 (" Maturity Date ") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on April 6, 2016. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands , initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder

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shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (" Act ") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (" Notice of Conversion ") in the form annexed hereto as Exhibit A . The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the " Common Stock ") at a price (" Conversion Price ") for each share of Common Stock equal to 50% of lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (" Exchange "), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share . To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 40% instead of 50% while that “Chill” is in effect. If the Company violates Section 4(e) of the Securities Purchase Agreement, the conversion discount shall be increased by 20% to reflect a net conversion discount of 70%. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

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(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in cash only.

(c) During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the note is prepaid within 60 days of the issuance date, then at 130% of the face amount plus any accrued interest; (ii) if the note is prepaid after 60 days after the issuance date but less than 121 days after the issuance date, then at 140% of the face amount plus any accrued interest and (iii) if the note is prepaid after 120 days after the issuance date but less than 180 days after the issuance date, then at 150% of the face amount plus any accrued interest. This Note may not be prepaid after the 180 ^th day. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void. If the Company violates Section 4(e) of the Securities Purchase Agreement, the prepay premium shall be increased by 20%.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment,

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notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h) The Company shall have defaulted on or breached any term of any other

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note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i) The Company shall have its Common Stock delisted from a trading market (including the OTC QB market) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder; or

(m) The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

(n) The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4 ^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10 ^th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. Further, if a breach of Section 8(m) occurs or is continuing then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

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If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving 393,750,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

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14. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

Initials: JR

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: 4/6/2016

INDEPENDENT FILM DEVELOPMENT CORP.

By: /s/ Jeff Ritchie

Title: CEO

Initials: JR

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Independent Film Development Corp. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ___________________________

Applicable Conversion Price: ___________________________

Signature: ___________________________

[Print Name of Holder and Title of Signer]

Address: ___________________________

SSN or EIN: ___________________________

Shares are to be registered in the following name: ___________________________

Name: ___________________________

Address: ___________________________

Tel: ___________________________

Fax: ___________________________

SSN or EIN: ___________________________

Shares are to be sent or delivered to the following account:

Account Name: ___________________________

Address:___________________________

US $19,687.50

INDEPENDENT FILM DEVELOPMENT CORP.

8% CONVERTIBLE REDEEMABLE NOTE

DUE APRIL 6, 2017

FOR VALUE RECEIVED, Independent Film Development Corp. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns (" Holder "), the aggregate principal face amount of Nineteen Thousand Six Hundred Eighty Seven Dollars 50/100 cents exactly (U.S. $19,687.50) on April 6, 2017 (" Maturity Date ") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on April 6, 2016. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

Initials: JR

shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

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(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in cash only.

6. The Company hereby expressly waives demand and presentment for payment,

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7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(h) The Company shall have defaulted on or breached any term of any other

Initials: JR

note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder; or

(m) The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

(n) The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)

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Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

Initials: JR

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: 4/6/2016

INDEPENDENT FILM DEVELOPMENT CORP.

By: /s/ Jeff Ritchie

Title: CEO

Initials: JR

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ___________________________

Applicable Conversion Price: ___________________________

Signature: ___________________________

[Print Name of Holder and Title of Signer]

Address: ___________________________

SSN or EIN: ___________________________

Shares are to be registered in the following name: ___________________________

Name: ___________________________

Address: ___________________________

Tel: ___________________________

Fax: ___________________________

SSN or EIN: ___________________________

Shares are to be sent or delivered to the following account:

Account Name: ___________________________

Address:___________________________

US $19,687.50

INDEPENDENT FILM DEVELOPMENT CORP.

8% CONVERTIBLE REDEEMABLE NOTE

DUE JUNE 10, 2017

FOR VALUE RECEIVED, Independent Film Development Corp. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns (" Holder "), the aggregate principal face amount of Nineteen Thousand Six Hundred Eighty Seven Dollars 50/100 cents exactly (U.S. $19,687.50) on June 10, 2017 (" Maturity Date ") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on June 10, 2016. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

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shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

Initials: JR

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in cash only.

6. The Company hereby expressly waives demand and presentment for payment,

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7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(h) The Company shall have defaulted on or breached any term of any other

Initials: JR

note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder; or

(m) The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

(n) The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)

Initials: JR

Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

12. The Company shall issue irrevocable transfer agent instructions reserving 1,575,000,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

Initials: JR

14. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

Initials: JR

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: June 10, 2016

INDEPENDENT FILM DEVELOPMENT CORP.

By: /s/ Jeff Ritchie

Title: CEO

Initials: JR

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ___________________________

Applicable Conversion Price: ___________________________

Signature: ___________________________

[Print Name of Holder and Title of Signer]

Address: ___________________________

SSN or EIN: ___________________________

Shares are to be registered in the following name: ___________________________

Name: ___________________________

Address: ___________________________

Tel: ___________________________

Fax: ___________________________

SSN or EIN: ___________________________

Shares are to be sent or delivered to the following account:

Account Name: ___________________________

Address:___________________________

Initials: JR

US $42,000.00

INDEPENDENT FILM DEVELOPMENT CORP.

8% CONVERTIBLE REDEEMABLE NOTE

DUE SEPTEMBER 16, 2017

FOR VALUE RECEIVED, Independent Film Development Corp. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns (" Holder "), the aggregate principal face amount of Forty Two Thousand Dollars (U.S. $42,000.00) on September 16, 2017 (" Maturity Date ") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on September 16, 2016. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

Initials: JR

shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

Initials: JR

shall be increase by 10%.

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in cash only.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at

Initials: JR

the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

Initials: JR

prior to the date of any proposed sale thereunder; or

(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder; or

(m) The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

(n) The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)

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Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

12. The Company shall issue irrevocable transfer agent instructions reserving 21,000,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

Initials: JR

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: 9-15-16

INDEPENDENT FILM DEVELOPMENT CORP.

By: /s/ Jeff Ritchie

Title: CEO

Initials: JR

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ___________________________

Applicable Conversion Price: ___________________________

Signature: ___________________________

[Print Name of Holder and Title of Signer]

Address: ___________________________

SSN or EIN: ___________________________

Shares are to be registered in the following name: ___________________________

Name: ___________________________

Address: ___________________________

Tel: ___________________________

Fax: ___________________________

SSN or EIN: ___________________________

Shares are to be sent or delivered to the following account:

Account Name: ___________________________

Address:___________________________