10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[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.

or

[  ]

Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________________ to ______________________.

Commission file number: _____________________

ELITE GROUP INC.

(Exact name of registrant as specified in its charter)

f/k/a Elite Books, Inc.

Nevada	32-0415962
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4760 Preston Rd,#244-114

Frisco, Texas 75034

 (Address of principal executive offices) (zip code)

(469) 777-3370

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller” reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if smaller reporting company)	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]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.  N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ X ] No[ ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer s classes of common stock, as of the most practicable date: As of October 19, 2016, there were 27,849,052 shares of Common Stock issued and outstanding.

1

PART 1	FINANCIAL  INFORMATION
Item 1	Financial Statements (Unaudited)
	Balance Sheets as of June 30, 2016 and March 31, 2016	3
	Statements of Operations for the three and six months ended June 30, 2016 and 2015	4
	Statements of Cash Flows for the three and six months ended June 30, 2016 and 2015	5
	Notes to Financial Statements	6
Item 2.	Management ’ s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
PART II.	OTHER  INFORMATION
Item 1	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3	Defaults Upon Senior Securities	16
Item 4	Removed and Reserved	16
Item 5	Other Information	16
Item 6	Exhibits	17
	Signatures

2

ELITE GROUP INC. F/K/A Elite Books, Inc. BALANCE SHEETS (Unaudited)
		June 30, 2016		March 31, 2016
ASSETS
Current Assets
Cash	$	1,402	$	17
Prepaid expenses and other assets		-		-
TOTAL CURRENT ASSETS		1,402		17
Fixed assets		24,000		24,000
Financing Fees, net of accumulated amortization of $97,517 and $34,963 as of June 30, 2016 and March 31, 2016, respectively		6,500		61,857
TOTAL ASSETS	$	31,902	$	85,874
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	77,155	$	42,261
Accrued officer salary		29,750		15,000
Advances, related party		13,994		4,894
Convertible Debenture and accrued interest as of June 30, 2016 and March 31, 2016, respectively		578,834		523,833
Derivative liability		257,103		-
TOTAL LIABILITIES		956,836		585,988
SHAREHOLDERS’ DEFICIT
Common Shares, 75,000,000 shares authorized, 3,014,749 shares issued and outstanding as of June 30, 2016 and March 31, 2016		3,014		3,014
Common stock payable		15,408,084		15,343,813
Discount on common stock		(390,500)		(390,500)
Additional Paid In Capital		368,136		368,136
Accumulated Deficit		(16,313,668)		(15,824,577)
TOTAL SHAREHOLDERS’ DEFICIT		(924,934)		(500,114)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	31,902	$	85,874
The accompanying notes are an integral part of these financial statements.

3

ELITE GROUP INC. F/K/A Elite Books, Inc.    STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended June 30, 2016		Three months ended June 30, 2015
REVENUES	$	-	$	100
OPERATING EXPENSES
Operational expenses		12,956		-
General and administrative		105,338		2,956
TOTAL OPERATING EXPENSES		118,294		2,956
LOSS FROM OPERATIONS		(118,294)		(2,856)
OTHER INCOME (EXPENSE)
Interest Expense		(45,123)		-
Financing Costs		(64,420)		-
Stock based financing costs		(64,271)		-
Amortization of debt discount		(3,895)		-
Change in derivative liability		(193,088)		-
TOTAL OTHER INCOME (EXPENSES)		(370,797)		-
NET LOSS FROM OPERATIONS		(489,091)		(2,856)
PROVISION FOR INCOME TAXES		–		–
NET LOSS	$	(489,091)	$	(2,856)
Net Loss Per Share: Basic and diluted	$	(0.16)	$	(0.00)
Weighted-average number of common shares outstanding: Basic and diluted		3,014,719		2,799,999
The accompanying notes are an integral part of these  financial statements.

4

ELITE GROUP INC. F/K/A Elite Books, Inc.    STATEMENTS OF CASH FLOWS (Unaudited)
		For the Three Months Ended June 30, 2016		For the Three Months Ended June 30, 2015
OPERATING ACTIVITIES
Net loss	$	(489,091)	$	(2,856)
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of Financing costs		62,554		-
Stock based compensation		64,271		-
Amortization of original issued discount interest		1,343		-
Amortization of debt discount		3,895		-
Change in derivative liability		193,088		-
Debt discount feature in excess of derivative liability at issuance		22,414		-
Changes in operating assets and liabilities:
Increase accounts payable		34,893		-
Increase accrued officer salary		14,750		-
Increase in accrued interest		21,365		-
Net cash used in operating activities		(70,518)		(2,856)
FINANCING ACTIVITIES
Proceeds from Convertible Debentures		70,000		-
Financing costs		(7,197)		-
Loans from related party		9,100		-
Net cash provided ) by financing activities		71,903		-
NET INCREASE (DECREASE) IN CASH		1,385		(2,856)
CASH
Beginning of period		17		2,889
End of period	$	1,402	$	33
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-
The accompanying notes are an integral part of these financial statements.

5

ElITE GROUP, INC.

F/K/A Elite Books, Inc.

Notes To The Unaudited Financial Statements

For the Three months ended June 30, 2016

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS

Elite Group Inc. (the “Company”) is a corporation, registered in the State of Nevada on May 21, 2013. We are a company at its start up stage. Our business intention was to sell books utilizing the internet, and grow customer base by selling unique editions of books. Currently, we plan to acquire water properties for the oilfield service sector. Management specializes in the acquisition of assets relating to the management of oilfield water used in upstream oil and gas operations. Management's objective is to acquire and consolidate water processing assets in prolific oil and gas exploration areas. Management believes it will accomplish its goal to maximize shareholder value through strategic acquisitions, effective business model design and economies of scale to a fragmented industry. The Company will control the entire process from wellhead to the final destination and use the most environmental friendly practices in all aspects of our operations to protect and conserve the environment for future generations.

As a result of a private transaction, on January 26, 2016, the control block of stock of this company, represented by 2,000,000 shares of common stock, were cancelled by Vesna Pesic, and 2,020,000 shares of common stock were issued to Terrence Tecco, and a change of control of the Company occurred.

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a calendar year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk.

We account for our derivative financial instruments, consisting solely of certain stock purchase warrants that contain non-standard anti-dilutions provisions and/or cash settlement features, and certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices.

When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, contractual terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

6

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

Revenue will be recognized when it is realized or realizable and earned.  Specifically, revenue will be recognized when all of the following criteria are met: (1) Persuasive evidence of an arrangement exists; (2) Service has occurred, customer acceptance has been achieved; (3) Our selling price to the buyer is fixed and determinable; and (4) Collection is reasonably assured.  The Company recognizes revenue when services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of June 30, 2016.

Comprehensive Income

The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

In February 2016, FASB issued ASU-2016-02, "Leases (Topic 842)."  The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows.   Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for the Company beginning January 1, 2019, including interim periods within that fiscal year. The Company is currently evaluating the impact of adopting this standard.

7

In January 2016, the Financial  Accounting  Standards  Board ("FASB"),  issued Accounting  Standards Update ("ASU")  2016-01,  "Financial  Instruments-Overall (Subtopic 825-10): Recognition  and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. generally accepted accounting principles on the classification  and measurement  of financial instruments.  Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments.  In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.

In  November  2015,  the  FASB  issued  ASU  2015-17,  "Income  Taxes  (Topic  740):  Balance  Sheet  Classification   of  Deferred  Taxes,"  which  simplifies  the presentation  of deferred income taxes by requiring that deferred tax liabilities  and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The adoption of this standard will not have any impact on the Company's financial position, results of operations and disclosures.

NOTE 3 — GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4  – CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes, including accrued interest, at June 30, 2016 and March 31, 2016 are as follows:

	June 30, 2016		March 31, 2016
TCA Global Fund, Inc., including accrued interest of $44,458 and $23,833 as of June 30, 2016 and March 31, 2016, respectively.	$	544,458	$	523,833
LG Capital Funding, LLC., including accrued interest of $740, net of debt discount of $37,707 and original issue discount interest of $10,057 as of June 30, 2016		34,376		-
Convertible promissory note payable, net	$	578,834	$	523,833

TCA Global Master Credit Fund, L.P.

On January 26, 2016, the Company issued the Convertible Note in favor of TCA Global Master Credit Fund, L.P. ("TCA"). The maturity date of the Convertible Note was June 18, 2016, and the Convertible Note bears interest at a rate of sixteen and one-half percent (16.5%) per annum. The Convertible Note is convertible, at TCA's option upon an event of default, into shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

Furthermore, the Company shall pay a fee of $1,500 on the closing date and thereafter on the first day of each third month during the term. The fee shall increase by $500 for each subsequent line of credit increase with a cap of $2,500.

At any time and from time to time while this Convertible Note is outstanding, the principal and accrued interest may be, at the sole option of TCA upon an Event of Default, convertible into shares of the Company's common stock.  The note is convertible into shares of common stock at a price equal to a variable conversion price of eighty-five percent (85%) of the volume-weighted averages the five (5) days preceding the date of conversion.  

As of September 30, 2016, the six-month term of the agreement has expired and the obligations continues to be outstanding which is a nonpayment of the obligation of the Senior Secured Revolving Credit Facility dated December 18, 2015.

8

LG Capital Funding, LLC.

On April 19, 2016, the Company entered into a convertible note payable with LG Capital Funding, LLC. The $40,700 note payable includes $3,700 of original issuance discount and bears interest at a 8% per annum interest rate. The note matures on April 19, 2017 and may only be repaid within 180 days of issuance date with prepayment penalties ranging from 18% to 48% of principal. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the twenty (20) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $2,854 and $1,124 during the period ending June 30, 2016, respectively. The balance as of June 30, 2016 amount to $25,152 comprised of principal balance amounted to $40,700 and accrued interest of $642, and net of remaining debt discount of $11,614 and original issue discount of $4,576, respectively.  

On June 19, 2016, the Company entered into a convertible note payable with LG Capital Funding, LLC. The $40,700 note payable includes $3,700 of original issuance discount and bears interest at a 8% per annum interest rate. The note matures on June 19, 2017 and may only be repaid within 180 days of issuance date with prepayment penalties ranging from 18% to 48% of principal. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the twenty (20) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $1,040 and $219 during the period ending June 30, 2016, respectively. The balance as of June 30, 2016 amount to $9,224 comprised of principal balance amounted to $40,700 and accrued interest of $98, and net of remaining debt discount of $26,093 and original issue discount of $5,481, respectively.  

NOTE 5 — RELATED PARTIES

Advances

From time to time, the Company has received advances from certain of its officers and shareholders to meet short-term working capital needs. For the period ended June 30, 2016 and March 31, 2016, a total of $13,994 and $4,100 advances from related parties is outstanding, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements.

Officer Agreements

On January 28, 2016, the Company entered into an employment agreement, effective February 15, 2016, with the Company's Chief Executive Office whereby the Company provides for compensation of $10,000 per month. A total salary of $30,000 and $0 was  expensed during the three months ended June 30, 2016 and 2015, respectively. The total balance due to the Chief Executive Officer for accrued salaries at June 30, 2016 and March 31, 2016, was $29,750 and $15,000, respectively. Furthermore, the Company agreed to issued the Chief Executive Officer twenty million shares of common stock valued at $15,200,000 recorded as common stock payable June 30, 2016 and March 31, 2016 and subsequently issued the shares on August 2, 2016 (see Note 9).

NOTE 6 – EQUITY

Common shares

The Company has authorized 750,000,000 common shares as of June 30, 2016 and March 31, 2016 and the Company had 2,874,999 and 2,799,999 common shares issued and outstanding, respectively.    The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of our company for a vote.

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

There were no equity transactions during the period ended June 30, 2016.

9

NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2016, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2016:

	Total		(Level 1)		(Level 2)		(Level 3)
Liabilities
Derivative and warrant liability		-		-		-		257,103
Total liabilities measured at fair value	$	-	$	-	$	-	$	257,103

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Beginning balance as of March 31, 2016	$	-
Fair value of derivative liabilities issued		282,897
Gain on change in derivative liability		(25,794)
Ending balance as of June 30, 2016	$	257,103

The following tables set forth a description of the financial instruments classified as derivative liabilities as of June 30, 2016 and the assumption used to value the instruments.

Convertible Debentures

The derivative liabilities related to the embedded conversion feature were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

	June 30, 2016
		Embedded Conversion Feature
Risk free interest rate			0.37% to 0.52%
Expected volatility (peer group)			89.96% to 116.92%
Expected life (in years)			0.5 to 1.00
Expected dividend yield			-
Number outstanding			2,381,140

10

NOTE 8 — COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An office space has been leased on a month by month basis.

The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

Consulting Agreements

On December 18, 2015, the Company entered into an advisory services agreement with TCA Global Master Fund (“Consultants”) for investment banking services. In consideration, the Company shall issue the Consultant $250,000 in the form of restricted shares of the Company common stock. The issuance of shares are subject to an anti-dilution share issuances to the extent the cash proceeds from the share issuances are inadequate to satisfy the $250,000 fee. The Company issued 139,750 shares of common stock at closing valued at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the agreement date. As of June 30, 2016, an additional issuance of 693,613 shares with a fair market value of $208,084 are required to satisfied the advisory agreement whereby an additional financing costs has been recorded to common stock payable.  The Company recorded $64,271 of stock-based financing costs for the period ended June 30, 2016.

NOTE 9 — SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2016 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below.

TCA Convertible Debenture Agreement

As of September 30, 2016, the six-month term of the agreement has expired and the obligations continues to be outstanding which is a nonpayment of the obligation of the Senior Secured Revolving Credit Facility dated December 18, 2015 (see Note 4).

Settlement Agreement with Rockwell Capital Partners

On July 14, 2016, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Rockwell Capital Partners, Inc.  (“Rockwell”), pursuant to which the Company agreed to issue common stock to Rockwell in exchange for the settlement of $56,000 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company.  Rockwell purchased the obligations and accounts payable from certain vendors of the Company.

On July 14, 2016, the Circuit Court of the Twelfth Judicial Circuit for Manatee County, Florida (the “Manatee Court”), entered an order (the “Rockwell Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and Rockwell. The Company issued 4,359,333 Settlement shares to Rockwell to reduce certain outstanding liabilities through September 30, 2016.

Restated Articles of Incorporation

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

Mammoth Corporation Convertible Debenture Agreement

On July 29, 2016, the Company entered into a convertible note payable with Mammoth Corporation. The $27,500 note payable includes $6,000 of original issuance discount. The note is due upon the Company closing a debt or equity transaction in excess of $100,000 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the issuance of 300,000 shares of the Company common stock issued on August 2, 2016.

Share issuances

On August 2, 2016, the Company issued 20,000,000 shares of common stock to the Company's CEO in accordance with the employment agreement dated January 28, 2016.

11

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We  wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF   OPERATION

Business in general

Elite Group Inc. (the “Company”) was formed in the State of Nevada on May 21, 2013. On January 26, 2016, as a result of a private transaction, whereby 2,000,000 shares of common stock, has been cancelled by the former CEO and 2,020,000 shares of common stock have been issued to Terrence Tecco, a change of control of the Company occurred.

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation that had the effect of changing the name of the corporation to Elite Group, Inc. (previously Elite Books, Inc.) and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

General strategy

The Company plans to acquire water properties for the oilfield service sector. Management specializes in the acquisition of assets relating to the management of oilfield water used in upstream oil and gas operations. Management's objective is to acquire and consolidate water processing assets in prolific oil and gas exploration areas. Management believes it will accomplish its goal to maximize shareholder value through strategic acquisitions, effective business model design and economies of scale to a fragmented industry. The Company will control the entire process from wellhead to the final destination and use the most environmental friendly practices in all aspects of our operations to protect and conserve the environment for future generations.

CURRENT BUSINESS OPERATIONS

The Company plans to concentrate its development efforts in the Eagle Ford Formation in South Texas.  We believe such opportunities exist in the United States with the recent improvements in water disposal. We have only recently begun our planned business operations. To date our operations have primarily been devoted to forming the entity and developing our business plan. We have several properties under contract and have completed most of the financing for these acquisitions.

12

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended June 30, 2016 Compared to Three Month Period Ended June 30, 2015.

Our net loss for the three months ended June 30, 2016 was $489,091compared to a net loss of $2,856, during the three months ended June 30, 2015. Our loss was attributable to financing and administrative costs and professional fees incurred compared to nominal business activity in the prior year.

This change in net loss was primarily the result of the following:

Revenue

We recognized $0 of revenue during the three months ended June 30, 2016 compared to $100 of revenue during the three months ended June 30, 2015.  The decrease in revenue was attributable to limited resources to maintain revenue.

Operating expenses

We incurred operating expenses of $118,294 during the three months ended June 30, 2016 compared to $2,956 of operating expenses during the three months ended June 30, 2015. The primary expense in the three months ended June 30, 2016 was $30,000 of salary expense to our Chief Executive Officer in accordance with an employment agreement dated January 26, 2016. Other operating expenses consisted of general and administrative fees of $75,338 in the three months ended June 30, 2016 compared to $2,956 in the three months ended June 30, 2015 related to office, compliance and professional fees.

Other Income (Expense)

We incurred interest expense of $45,123 and financing costs of $64,420 related to our convertible debenture in the three months ended June 30, 2016. Additionally, the change in fair value of the Company’s derivative instruments amounted to $193,088 and $3,895 of amortization of debt discount during the period.

 Furthermore, the Company into an advisory services agreement with TCA Global Master Fund for investment banking services. The Company shall issue $250,000 in the form of restricted shares of the Company common stock. The issuance of shares are subject to an anti-dilution share issuances to the extent the cash proceeds from the share issuances are inadequate to satisfy the $250,000 fee. The Company issued 139,750 shares of common stock at closing valued at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the agreement date. As of June 30, 2016, an additional issuance of 693,613 shares with a fair market value of $208,084 are required to satisfied the advisory agreement whereby an additional financing costs has been recorded to common stock payable.  The Company recorded $64,271 of stock-based financing costs for the three months ended June 30, 2016.

There was no Other Income (expense) during the three months ended June 30, 2015.

Net Losses

Our net loss for the fiscal three months ended June 30, 2016was $489,091compared to a net loss of $2,856 during the three months ended June 30, 2015 due to the factors discussed above.   

Weighted average number of shares

The weighted average number of shares outstanding was 3,014,719 and 2,799,999 for the years ended June 30, 2016 and 2015, respectively. The weighted average number of shares is an average calculation incorporating changes to the shares outstanding within the period reported.

13

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2016 and March 31, 2016, we had $1,402 and $17 of cash and cash equivalents, respectively.

We have experienced losses of $489,091and $2,856 for the three months  ended June 30, 2016 and 2015, respectively, and have an accumulated deficit of $16,313,668 at June 30, 2016. In addition, we have not completed our efforts to establish a stable recurring source of revenues sufficient to cover our operating costs and expect to continue to generate losses for the foreseeable future. There is no assurances that we will be able to obtain an adequate level of financing needed for our near term requirements or the long-term development and exploration of our leases. These conditions raise substantial doubt about our ability to continue as a “going concern”.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of  convertible debt and/or issuance of common stock.  

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the three months ended June 30, 2016, net cash flows used in operating activities was $70,518 consisting primarily of a net loss of $489,091, offset by the amortization of financing costs of $62,554, non-cash stock compensation of $64,271 and a change in derivative liability of $193,088, an increase of $34,893 in accounts payables and accrued liabilities, an increase of $14,750 of accrued officer salary and an increase of $21,365 in accrued interest payable. For the three months ended June 30, 2015, net cash flows used in operating activities was $2,856 consisting of a net loss of $2,856.

Cash Flows from Investing Activities

We neither used nor generated cash from investing activities.  

Cash Flows from Financing Activities

We have financed our operations primarily from the issuance of convertible debt in the three months ended June 30, 2016. We generated cash from financing activities of $70,000 in the issuance of convertible debentures, offset by $7,197 of financing costs, and $9,100 from shareholder loans in the three months ended June 30, 2016. There were no financing activities in the three months ended June 30, 2015.  

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to the acquisition of assets. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

14

MATERIAL COMMITMENTS

As of the date of this Annual Report, we do not have any material commitments.

GOING CONCERN

The independent auditors' audit report accompanying our March 31, 2016 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

OFF-BALANCE SHEET ARANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

SIGNIFCANT ACCOUNTING POLICIES

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk.

We account for our derivative financial instruments, consisting solely of certain stock purchase warrants that contain non-standard anti-dilutions provisions and/or cash settlement features, and certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices.

When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, contractual terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

15

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’ s  rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required  disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial   reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 5. OTHER INFORMATION

No report required.

16

ITEM 6. EXHIBITS

Exhibits:

3.1*

Articles of Incorporation, as amended, of Elite Group, Inc. filed on July 22, 2016

3.2*

Bylaws of Elite Group, Inc.

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or   15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or   15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of  2002.

101.INS**

XBRL Instance Document

101

PRE**

XBRL Taxonomy Extension Presentation Linkbase

101.LAB**XBRL Taxonomy Extension Label Linkbase

101.DEF**XBRL Taxonomy Extension Definition Linkbase

101.CAL**XBRL Taxonomy Extension Calculation Linkbase

101.SCH**XBRL Taxonomy Extension Schema

* Incorporated by reference from our Form 8-K filed July 26, 2016

* Incorporated by reference from our Form S-1 registration statement filed July 11, 2014

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed" or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, on October 20, 2016.

ELITE BOOKS INC.

By: /s/ Terrence Tecco

        Terrance Tecco

Title: Director (Principal Executive, Financial and Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

302 CERTIFICATION

I, Terrence Tecco, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Elite Books Inc.;

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

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

4. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 year (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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: October 20, 2016

/s/Terrence Tecco

Terrence Tecco

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

302 CERTIFICATION

I, Terrence Tecco, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Elite Books Inc.;

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

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

4. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 year (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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: October 20, 2016

/s/Terrence Tecco

Terrence Tecco

Chief Financial Officer

EX-32.1

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Elite Books Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Terrence Tecco

Terrence Tecco

Chief Executive Officer

October 20, 2016

XML

Document and Entity Information	3 Months Ended
	Jun. 30, 2016 shares
Document and Entity Information:
Entity Registrant Name	ELITE GROUP INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Trading Symbol	eltz
Amendment Flag	false
Entity Central Index Key	0001607281
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding	2,874,999
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1

XML

ELITE GROUP INC. - Balance Sheets - USD ($)		Jun. 30, 2016	Mar. 31, 2016
Current Assets:
Cash		$ 1,402	$ 17
Prepaid expenses and other assets
Total Current Assets		1,402	17
Fixed assets		24,000	24,000
Financing fees, net of accumulated amortization	[1]	6,500	61,857
TOTAL ASSETS		31,902	85,874
Current liabilities:
Accounts payable and accrued expenses		77,155	42,261
Accrued officer salary		29,750	15,000
Advances, related party		13,994	4,894
Convertible debenture and accrued interest	[2]	578,834	523,833
Derivative liability		257,103
TOTAL LIABILITIES		956,836	585,988
Stockholders' Deficit
Common stock	[3]	3,014	3,014
Common stock payable		15,408,084	15,343,813
Discount on common stock		(390,500)	(390,500)
Additional paid-in capital		368,136	368,136
Accumulated deficit		(16,313,668)	(15,824,577)
Total Stockholders' Deficit		(924,934)	(500,114)
Total Liabilities and Stockholders' Deficit		$ 31,902	$ 85,874

[1] Net of accumulated amortization of $97,517 and $34,963 as of June 30, 2016 and March 31, 2016

[2] as of June 30, 2016 and March 31, 2016, respectively.

[3] $0.001 par value; 75,000,000 shares authorized, 3,014,749 shares issued and outstanding as of June 30, 2016 and March 31, 2016

XML

ELITE GROUP INC. - Balance Sheets, Parenthetical - $ / shares	Jun. 30, 2016	Mar. 31, 2016
Statement of Financial Position
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares Issued	3,014,749	3,014,749
Common Stock, Shares Outstanding	3,014,749	3,014,749

XML

ELITE GROUP INC. - Statements of Operations - USD ($)	3 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Income Statement
REVENUES		$ 100
OPERATING EXPENSES
Operational expenses	$ 12,956
General and Administrative	105,338	2,956
TOTAL OPERATING EXPENSES	118,294	2,956
LOSS FROM OPERATIONS	(118,294)	(2,856)
OTHER INCOME (EXPENSE)
Interest expense	(45,123)
Financing costs	(64,420)
Stock-based financing costs	(64,271)
Amortization of debt discount	(3,895)
Change in derivative liability	(193,088)
TOTAL OTHER INCOME (EXPENSES)	(370,797)
NET LOSS FROM OPERATIONS	(489,091)	(2,856)
PROVISION FOR INCOME TAXES
Net loss	$ (489,091)	$ (2,856)
NET LOSS PER SHARE BASIC AND DILUTED	$ (0.16)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	3,014,719	2,799,999

XML

ELITE GROUP INC. - Statements of Cash Flows - USD ($)	3 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
OPERATING ACTIVITIES
Net loss	$ (489,091)	$ (2,856)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of financing costs	62,554
Stock based compensation	64,271
Amortization of original issued discount interest	1,343
Amortization of debt discount	3,895
Change in derivative liability	193,088
Debt discount feature in excess of derivative liability at issuance	22,414
Changes in operating assets and liabilities:
Increase in accounts payable	34,893
Increase in accrued officer salary	14,750
Increase in accrued interest	21,365
Net cash used in operating activities	(70,518)	(2,856)
FINANCING ACTIVITIES
Proceeds from convertible debentures	70,000
Financing costs	(7,197)
Loans from related party	9,100
Net cash (provided) by financing activities	71,903
NET INCREASE (DECREASE) IN CASH	1,385	(2,856)
Cash, beginning of period	17	2,889
Cash, end of period	1,402	33
Supplemental Disclosure of Cash Flow Information
Interest paid
Income taxes paid

XML

Note 1 - Organization and Nature of Business

3 Months Ended

Jun. 30, 2016

Notes

Note 1 - Organization and Nature of Business

NOTE 1—ORGANIZATION AND NATURE OF BUSINESS

Elite Group Inc. (the “Company”) is a corporation, registered in the State of Nevada on May 21, 2013. We are a company at its start up stage. Our business intention was to sell books utilizing the internet, and grow customer base by selling unique editions of books. Currently, we plan to acquire water properties for the oilfield service sector. Management specializes in the acquisition of assets relating to the management of oilfield water used in upstream oil and gas operations. Management's objective is to acquire and consolidate water processing assets in prolific oil and gas exploration areas. Management believes it will accomplish its goal to maximize shareholder value through strategic acquisitions, effective business model design and economies of scale to a fragmented industry. The Company will control the entire process from wellhead to the final destination and use the most environmental friendly practices in all aspects of our operations to protect and conserve the environment for future generations.

As a result of a private transaction, on January 26, 2016, the control block of stock of this company, represented by 2,000,000 shares of common stock, were cancelled by Vesna Pesic, and 2,020,000 shares of common stock were issued to Terrence Tecco, and a change of control of the Company occurred.

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

XML

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2016

Notes

Note 2 - Summary of Significant Accounting Policies

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a calendar year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk.

We account for our derivative financial instruments, consisting solely of certain stock purchase warrants that contain non-standard anti-dilutions provisions and/or cash settlement features, and certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices.

When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, contractual terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

Revenue will be recognized when it is realized or realizable and earned.  Specifically, revenue will be recognized when all of the following criteria are met: (1) Persuasive evidence of an arrangement exists; (2) Service has occurred, customer acceptance has been achieved; (3) Our selling price to the buyer is fixed and determinable; and (4) Collection is reasonably assured.  The Company recognizes revenue when services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of June 30, 2016.

Comprehensive Income

The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

In February 2016, FASB issued ASU-2016-02, "Leases (Topic 842)."  The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows.  

Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for the Company beginning January 1, 2019, including interim periods within that fiscal year. The Company is currently evaluating the impact of adopting this standard.

In January 2016, the Financial  Accounting  Standards  Board ("FASB"),  issued Accounting  Standards Update ("ASU")  2016-01,  "Financial  Instruments-Overall (Subtopic 825-10): Recognition  and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. generally accepted accounting principles on the classification  and measurement  of financial instruments.  Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments.  In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.

In  November  2015,  the  FASB  issued  ASU  2015-17,  "Income  Taxes  (Topic  740):  Balance  Sheet  Classification   of  Deferred  Taxes,"  which  simplifies  the presentation  of deferred income taxes by requiring that deferred tax liabilities  and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The adoption of this standard will not have any impact on the Company's financial position, results of operations and disclosures.

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Note 3- Going Concern

3 Months Ended

Jun. 30, 2016

Notes

Note 3- Going Concern

NOTE 3— GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

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Note 4 - Convertible Promissory Notes Payable

3 Months Ended

Jun. 30, 2016

Notes

Note 4 - Convertible Promissory Notes Payable

NOTE 4 – CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes, including accrued interest, at June 30, 2016 and March 31, 2016 are as follows:

	June 30, 2016		March 31, 2016
TCA Global Fund, Inc., including accrued interest of $44,458 and $23,833 as of June 30, 2016 and March 31, 2016, respectively.	$	544,458	$	523,833
LG Capital Funding, LLC., including accrued interest of $740, net of debt discount of $37,707 and original issue discount interest of $10,057 as of June 30, 2016		34,376		-
Convertible promissory note payable, net	$	578,834	$	523,833

TCA Global Master Credit Fund, L.P.

On January 26, 2016, the Company issued the Convertible Note in favor of TCA Global Master Credit Fund, L.P. ("TCA"). The maturity date of the Convertible Note was June 18, 2016, and the Convertible Note bears interest at a rate of sixteen and one-half percent (16.5%) per annum. The Convertible Note is convertible, at TCA's option upon an event of default, into shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

Furthermore, the Company shall pay a fee of $1,500 on the closing date and thereafter on the first day of each third month during the term. The fee shall increase by $500 for each subsequent line of credit increase with a cap of $2,500.

At any time and from time to time while this Convertible Note is outstanding, the principal and accrued interest may be, at the sole option of TCA upon an Event of Default, convertible into shares of the Company's common stock.  The note is convertible into shares of common stock at a price equal to a variable conversion price of eighty-five percent (85%) of the volume-weighted averages the five (5) days preceding the date of conversion. 

As of September 30, 2016, the six-month term of the agreement has expired and the obligations continues to be outstanding which is a nonpayment of the obligation of the Senior Secured Revolving Credit Facility dated December 18, 2015.

LG Capital Funding, LLC.

On April 19, 2016, the Company entered into a convertible note payable with LG Capital Funding, LLC. The $40,700 note payable includes $3,700 of original issuance discount and bears interest at a 8% per annum interest rate. The note matures on April 19, 2017 and may only be repaid within 180 days of issuance date with prepayment penalties ranging from 18% to 48% of principal. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the twenty (20) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $2,854 and $1,124 during the period ending June 30, 2016, respectively. The balance as of June 30, 2016 amount to $25,152 comprised of principal balance amounted to $40,700 and accrued interest of $642, and net of remaining debt discount of $11,614 and original issue discount of $4,576, respectively. 

On June 19, 2016, the Company entered into a convertible note payable with LG Capital Funding, LLC. The $40,700 note payable includes $3,700 of original issuance discount and bears interest at a 8% per annum interest rate. The note matures on June 19, 2017 and may only be repaid within 180 days of issuance date with prepayment penalties ranging from 18% to 48% of principal. The note is convertible into shares of common stock at a price equal to a variable conversion price of sixty percent (60%) of the volume-weighted averages the twenty (20) days preceding the date of conversion. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of one (1) year. The Company recorded amortization of debt discount and original discount interest in the amount of $1,040 and $219 during the period ending June 30, 2016, respectively. The balance as of June 30, 2016 amount to $9,224 comprised of principal balance amounted to $40,700 and accrued interest of $98, and net of remaining debt discount of $26,093 and original issue discount of $5,481, respectively. 

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Note 5 - Related Parties

3 Months Ended

Jun. 30, 2016

Notes

Note 5 - Related Parties

NOTE 5 — RELATED PARTIES

Advances

From time to time, the Company has received advances from certain of its officers and shareholders to meet short-term working capital needs. For the period ended June 30, 2016 and March 31, 2016, a total of $13,994 and $4,100 advances from related parties is outstanding, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements.

Officer Agreements

On January 28, 2016, the Company entered into an employment agreement, effective February 15, 2016, with the Company's Chief Executive Office whereby the Company provides for compensation of $10,000 per month. A total salary of $30,000and $0 was  expensed during the three months ended June 30, 2016 and 2015, respectively. The total balance due to the Chief Executive Officer for accrued salaries at June 30, 2016 and March 31, 2016, was $29,750 and $15,000, respectively. Furthermore, the Company agreed to issued the Chief Executive Officer twenty million shares of common stock valued at $15,200,000 recorded as common stock payable June 30, 2016 and March 31, 2016 and subsequently issued the shares on August 2, 2016 (see Note 9).

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Note 6 - Equity

3 Months Ended

Jun. 30, 2016

Notes

Note 6 - Equity

NOTE 6 – EQUITY

Common shares

The Company has authorized 750,000,000 common shares as of June 30, 2016 and March 31, 2016 and the Company had 2,874,999 and 2,799,999 common shares issued and outstanding, respectively.    The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of our company for a vote.

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

There were no equity transactions during the period ended June 30, 2016.

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Note 7 - Fair Value of Financial Instruments

3 Months Ended

Jun. 30, 2016

Notes

Note 7 - Fair Value of Financial Instruments

NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2016, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2016:

	Total		(Level 1)		(Level 2)		(Level 3)
Liabilities
Derivative and warrant liability		-		-		-		257,103
Total liabilities measured at fair value	$	-	$	-	$	-	$	257,103

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Beginning balance as of March 31, 2016	$	-
Fair value of derivative liabilities issued		282,897
Gain on change in derivative liability		(25,794)
Ending balance as of June 30, 2016	$	257,103

The following tables set forth a description of the financial instruments classified as derivative liabilities as of June 30, 2016 and the assumption used to value the instruments.

Convertible Debentures

The derivative liabilities related to the embedded conversion feature were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

	June 30, 2016
		Embedded Conversion Feature
Risk free interest rate			0.37% to 0.52	%
Expected volatility (peer group)			89.96% to 116.92	%
Expected life (in years)			0.5 to 1.00
Expected dividend yield			-
Number outstanding			2,381,140

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Note 8 - Commitments and Contingencies

3 Months Ended

Jun. 30, 2016

Notes

Note 8 - Commitments and Contingencies

NOTE 8 — COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An office space has been leased on a month by month basis.

The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

Consulting Agreements

On December 18, 2015, the Company entered into an advisory services agreement with TCA Global Master Fund (“Consultants”) for investment banking services. In consideration, the Company shall issue the Consultant $250,000 in the form of restricted shares of the Company common stock. The issuance of shares are subject to an anti-dilution share issuances to the extent the cash proceeds from the share issuances are inadequate to satisfy the $250,000 fee. The Company issued 139,750 shares of common stock at closing valued at a price equal to eighty-five percent (85%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the agreement date. As of June 30, 2016, an additional issuance of 693,613 shares with a fair market value of $208,084 are required to satisfied the advisory agreement whereby an additional financing costs has been recorded to common stock payable.  The Company recorded $64,271 of stock-based financing costs for the period ended June 30, 2016.

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Note 9 - Subsequent Events

3 Months Ended

Jun. 30, 2016

Notes

Note 9 - Subsequent Events

NOTE 9 — SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2016 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below.

TCA Convertible Debenture Agreement

As of September 30, 2016, the six-month term of the agreement has expired and the obligations continues to be outstanding which is a nonpayment of the obligation of the Senior Secured Revolving Credit Facility dated December 18, 2015 (see Note 4).

Settlement Agreement with Rockwell Capital Partners

On July 14, 2016, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Rockwell Capital Partners, Inc.  (“Rockwell”), pursuant to which the Company agreed to issue common stock to Rockwell in exchange for the settlement of $56,000 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company.  Rockwell purchased the obligations and accounts payable from certain vendors of the Company.

On July 14, 2016, the Circuit Court of the Twelfth Judicial Circuit for Manatee County, Florida (the “Manatee Court”), entered an order (the “Rockwell Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and Rockwell. The Company issued 4,359,333 Settlement shares to Rockwell to reduce certain outstanding liabilities through September 30, 2016.

Restated Articles of Incorporation

On July 22, 2016, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of changing the name of the corporation to Elite Group, Inc. and designating 74,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 1,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

Mammoth Corporation Convertible Debenture Agreement

On July 29, 2016, the Company entered into a convertible note payable with Mammoth Corporation. The $27,500 note payable includes $6,000 of original issuance discount. The note is due upon the Company closing a debt or equity transaction in excess of $100,000 and no further interest shall accrue as long as the note is not in default. Default rate is 18% per annum interest. The note is collateralized by the issuance of 300,000 shares of the Company common stock issued on August 2, 2016.

Share issuances

On August 2, 2016, the Company issued 20,000,000 shares of common stock to the Company's CEO in accordance with the employment agreement dated January 28, 2016.

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Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Basis of Presentation

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

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Note 2 - Summary of Significant Accounting Policies: Accounting Basis (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Accounting Basis

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a calendar year end.

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Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

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Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk.

We account for our derivative financial instruments, consisting solely of certain stock purchase warrants that contain non-standard anti-dilutions provisions and/or cash settlement features, and certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices.

When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, contractual terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

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Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Income Taxes

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Use of Estimates

Use of Estimates

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

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Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Revenue Recognition

Revenue Recognition

Revenue will be recognized when it is realized or realizable and earned.  Specifically, revenue will be recognized when all of the following criteria are met: (1) Persuasive evidence of an arrangement exists; (2) Service has occurred, customer acceptance has been achieved; (3) Our selling price to the buyer is fixed and determinable; and (4) Collection is reasonably assured.  The Company recognizes revenue when services have been provided and collection is reasonably assured.

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Note 2 - Summary of Significant Accounting Policies: Stock-based Compensation (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Stock-based Compensation

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

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Note 2 - Summary of Significant Accounting Policies: Basic Income (loss) Per Share (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Basic Income (loss) Per Share

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of June 30, 2016.

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Note 2 - Summary of Significant Accounting Policies: Comprehensive Income (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Comprehensive Income

Comprehensive Income

The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

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Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

3 Months Ended

Jun. 30, 2016

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, FASB issued ASU-2016-02, "Leases (Topic 842)."  The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows.  

Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for the Company beginning January 1, 2019, including interim periods within that fiscal year. The Company is currently evaluating the impact of adopting this standard.

In January 2016, the Financial  Accounting  Standards  Board ("FASB"),  issued Accounting  Standards Update ("ASU")  2016-01,  "Financial  Instruments-Overall (Subtopic 825-10): Recognition  and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. generally accepted accounting principles on the classification  and measurement  of financial instruments.  Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments.  In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.

In  November  2015,  the  FASB  issued  ASU  2015-17,  "Income  Taxes  (Topic  740):  Balance  Sheet  Classification   of  Deferred  Taxes,"  which  simplifies  the presentation  of deferred income taxes by requiring that deferred tax liabilities  and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The adoption of this standard will not have any impact on the Company's financial position, results of operations and disclosures.

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Note 4 - Convertible Promissory Notes Payable: Convertible Debt (Tables)

3 Months Ended

Jun. 30, 2016

Tables/Schedules

Convertible Debt

	June 30, 2016		March 31, 2016
TCA Global Fund, Inc., including accrued interest of $44,458 and $23,833 as of June 30, 2016 and March 31, 2016, respectively.	$	544,458	$	523,833
LG Capital Funding, LLC., including accrued interest of $740, net of debt discount of $37,707 and original issue discount interest of $10,057 as of June 30, 2016		34,376		-
Convertible promissory note payable, net	$	578,834	$	523,833

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Note 7 - Fair Value of Financial Instruments: Schedule of Other Assets (Tables)

3 Months Ended

Jun. 30, 2016

Tables/Schedules

Schedule of Other Assets

	Total		(Level 1)		(Level 2)		(Level 3)
Liabilities
Derivative and warrant liability		-		-		-		257,103
Total liabilities measured at fair value	$	-	$	-	$	-	$	257,103

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Note 7 - Fair Value of Financial Instruments: Schedule of Derivative Liabilities at Fair Value (Tables)

3 Months Ended

Jun. 30, 2016

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

Beginning balance as of March 31, 2016	$	-
Fair value of derivative liabilities issued		282,897
Gain on change in derivative liability		(25,794)
Ending balance as of June 30, 2016	$	257,103

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Note 7 - Fair Value of Financial Instruments: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables)

3 Months Ended

Jun. 30, 2016

Tables/Schedules

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

	June 30, 2016
		Embedded Conversion Feature
Risk free interest rate			0.37% to 0.52	%
Expected volatility (peer group)			89.96% to 116.92	%
Expected life (in years)			0.5 to 1.00
Expected dividend yield			-
Number outstanding			2,381,140

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Note 1 - Organization and Nature of Business (Details) - $ / shares	Jul. 22, 2016	Jun. 30, 2016	Mar. 31, 2016
Details
Common Stock, Shares Authorized	74,000,000	75,000,000	75,000,000
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001

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Note 4 - Convertible Promissory Notes Payable: Convertible Debt (Details) - USD ($)	Jun. 30, 2016	Mar. 31, 2016
Convertible Notes Payable	$ 578,834	$ 523,833
TCA Global Fund
Interest Accrued	544,458	$ 523,833
LG Capital Funding
Interest Accrued	$ 34,376

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Note 5 - Related Parties (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2015	Mar. 31, 2016	Jun. 30, 2016
Details
Due from Related Parties		$ 4,100	$ 13,994
Officers' Compensation	$ 0	30,000
Accrued Salaries		$ 15,000	29,750
Common Stock Payable			$ 15,200,000

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Note 6 - Equity (Details) - $ / shares	Jul. 22, 2016	Jun. 30, 2016	Mar. 31, 2016
Details
Common Stock, Shares Authorized	74,000,000	75,000,000	75,000,000
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001

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Note 7 - Fair Value of Financial Instruments: Schedule of Other Assets (Details)	Jun. 30, 2016 USD ($)
Derivative Liability, Current	$ 257,103
Level 3
Derivative Liability, Current	257,103
Financial Liabilities Fair Value Disclosure	$ 257,103

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Note 7 - Fair Value of Financial Instruments: Schedule of Derivative Liabilities at Fair Value (Details)	3 Months Ended
	Jun. 30, 2016 USD ($)
Details
Derivative Liability, Current	$ 257,103
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Issues	282,897
Gain on Change in Derivative Liability	$ (25,794)

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Note 7 - Fair Value of Financial Instruments: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	3 Months Ended
	Jun. 30, 2016 shares
Details
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.37%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.52%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	89.96%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	116.92%
Expected Life, Minimum	6 months
Expected Life, Maximum	1 year
Common Stock, Shares Outstanding	2,381,140

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Note 8 - Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2016	Mar. 31, 2016	Dec. 18, 2015
Details
Consulting Agreement			$ 250,000
Cash Proceeds			$ 250,000
Common Stock Issued	693,613
Fair Market Value		$ 208,084