S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A

Amendment No. 5

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GO EZ CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	9995	47-2488761
(State or other jurisdiction of incorporationor organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S Employer Identification Number)

6782 Collins Avenue, Miami Beach, FL 33141

650-283-2907

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

101 First Street #493

Los Altos, CA USA 94022

(Address of Previous Principal Executive Offices)

Lorin A. Rosen, Esq.

LAR Law Group P.C.

6 Butler Court, Centereach, New York, 11720

877-570-2620

larlawgroup@gmail.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

As soon as practicable and from time to time after this Registration Statement is declared effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered:	Maximum Amount to be Registered:		Proposed Maximum Offering Price Per Share:		Proposed Maximum Aggregate Offering Price (1):		Amount of Registration Fee:
Common Stock, par value, $0.0001 per share (1)		387,500	$	4.00	$	1,550,000	$	180.11

______________ 

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 (c) under the Securities Act of 1933 based on the average of the high and low prices of the common stock on April 20, 2015 as reported on the OTCQB.

The registrant is an emerging growth company, as defined in Section 2 (A) of the Securities Act. This Registration Statement complies with the requirements that apply to an issuer that is an emerging growth company.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8 (A) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission acting pursuant to Section 8(A) may determine.

The information in this Prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Until 12 months after this Prospectus is declared effective, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Subject to Completion, Dated October 22 , 2015.

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PRELIMINARY PROSPECTUS

GO EZ CORPORATION

387,500 SHARES OF COMMON STOCK

This prospectus relates to: a.) the company’s registration of a maximum of 250,000 shares (the “Maximum Offering”) of common stock, $0.0001 par value, at a purchase price of $4.00 per share (“Common Shares”) by Go Ez Corporation, a Delaware corporation (“we”, “us”, “our”, “GEZC”, “Company” or similar terms); and this prospectus further relates to b.) the shareholders named in this prospectus, “Selling Shareholders”, who are registering in the aggregate 137,500 shares of common stock that such Selling Shareholders currently hold. We will not receive any proceeds from the shares of common stock sold by the Selling Shareholders. There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 12 months. At the discretion of our Board of Director, we may discontinue the offering before the expiration of the 12 months period or extend the offering for up to 120 days following the expiration of the 12 months offering period. We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will thus be subject to reduced public company reporting requirements.

The offering of the 250,000 shares will be on a “best efforts” basis, which means that our officer and sole Director at the time of this filing will use his best efforts to sell the 250,000 shares of common stock, but there is no requirement to sell a certain minimum number of shares, and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $4.00 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering, therefore the gross proceeds for the Company may range between $0 and $1,000,000. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of shares of our common stock.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officer and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

The selling stockholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled “Plan of Distribution” on page 27.

	Offering Price		Commissions	Proceeds to Company After Expenses if 10% of the shares are sold		Proceeds to Company After Expenses if 25% of the shares are sold		Proceeds to Company After Expenses if 50% of the shares are sold		Proceeds to Company After Expenses if 100% of the shares are sold
Common Stock	$	4.00	Not Applicable	$	100,000	$	250,000	$	500,000	$	1,000,000
TOTALS	$	4.00	Not Applicable	$	100,000	$	250,000	$	500,000	$	1,000,000

Our common stock is quoted on the OTCQB tier of the OTC Markets Group under the symbol “GEZC”. We have determined the offering price of $4.00 per share in relation to this offering based on the average of the high and low prices of the common stock on April 20, 2015 as reported on the OTCQB. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria.

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You should rely only on the information in this prospectus. We have not authorized anyone to provide you with additional or different information, and if anyone provides you with additional or different information you should not rely on it. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. You should not consider any information in this prospectus, or in any related prospectus, or in any related prospectus supplement, to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, financial and related advice regarding an investment in our securities.

Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “risk factors” beginning on page 9 before investing in our shares of common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Our common stock is quoted on the OTCQB tier of the OTC Markets Group under the symbol “GEZC.” On  October 21, 2015, the closing sale price of our common stock on the OTCQB was $1.00 per share. You are urged to obtain current market quotations for the common stock.

The date of this prospectus is October 22 , 2015.

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

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TABLE OF CONTENTS

	Page
Where You Can Find More Information	6
Prospectus Summary	6
Risk Factors	9
Risk Factors Related to this Offering	9
Implications of Being an Emerging Growth Company	21
Selected Financial Data	21
Use of Proceeds	24
Dilution	24
Selling Security Holders	25
Material U.S. Federal Income Tax Considerations	26
Plan of Distribution	26
Description of Securities to be Registered	29
Description of Business	32
Description of Property	34
Legal Proceedings	34
Market Price of Registrant’s Common Equity and Related Stockholder Matters	35
Management’s Discussion and Analysis of Financial Condition and Results of Operation	38
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Directors and Executive Officers	46
Executive Compensation	48
Security Ownership of Certain Beneficial Owners and Management	49
Transactions with Related Persons, Promoters and Certain Control Persons, and Director Independence	50
Index to Consolidated Financial Statements	F-1
Interests of Named Experts and Counsel	51
Information Not Required in Prospectus	51
Item 13. Other Expenses of Issuance and Distribution	51
Item 14. Indemnification of Directors and Officers	52
Item 15. Recent Sales of Unregistered Securities	53
Item 16. Exhibits and Financial Statement Schedules	54
Item 17. Undertakings	55
Signatures	56
Power of Attorney	56

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-1 being filed with the SEC under the Securities Act to register the securities offered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us.

We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public through the SEC’s website at www.sec.gov. General information about us, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at www.goezcorporation.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus or our other securities filings and does not constitute a part of this prospectus.

PROSPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “GEZC” refer to Go Ez Corporation and its directly or indirectly owned subsidiaries unless the context otherwise indicates.

The following summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.

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Our Company

On May 7, 2014, in connection with a change of control and management, we changed our name to Go EZ Corporation, and implemented a new business plan focusing on the development of technology and internet-based businesses. In furtherance of such plans, on December 22, 2014, we acquired 70% of the beneficial ownership of Federal Technology Agency, Inc., a Delaware corporation (“FTA”), a provider of computer software programming, testing and development services to tech companies such as Apple, for whom FTA wrote software for various web-based applications, including iCloud.com wherein FTA's software helped establish the framework to help power that website.

In addition, on January 21, 2015, we acquired all of the assets and operations of Cellular of Miami Beach, Inc., a Florida corporation, and inserted the acquired assets and operations into our newly-created wholly-owned subsidiary, Glophone International, Inc., a Florida corporation (“Glophone”). Since having acquired such assets and operations, Glophone is now a retail seller of smartphones and smartphone accessories.

Commencing on or about June 11, 2008, our shares of common stock were listed on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “ERCX”. The Company changed its stock symbol on June 9, 2014 and its shares of common stock are now listed with the OTCQB of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “GEZC”.

We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “RISK FACTORS--RISKS RELATED TO THIS OFFERING - WE ARE AN `EMERGING GROWTH COMPANY’ AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” contained below in this prospectus.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

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Under U.S. federal securities legislation, our common stock will be “penny stock”. Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

THE OFFERING

Securities offered:	387,500 shares of our common stock, par value $0.0001 per share
Common stock to be outstanding after this offering (1):	1,880,878 shares of our common stock, par value $0.0001 per share
Listing:	Our common stock is listed on the OTCQB under the symbol GEZC.
Net proceeds to us:	$1,000,000 assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 24
Risk Factors:	See “Risk Factors” beginning on page 9 of this prospectus

__________ 

(1) The number of shares of common stock that will be outstanding after this offering is based on 1,630,878 shares of common stock outstanding as of September 15, 2015 and includes the following: (a) 1,000,000 shares of non-registered common stock that were acquired by Evotech pursuant to the Stock Purchase Agreement in our Current Report filed with the SEC on May 1, 2014; (b) 70,000 shares of non-registered common stock that were issued to Roger Ng pursuant to the Stock Purchase Agreement relating to the acquisition of FTA in our Current Report filed with the SEC on December 23, 2014; and (c) 67,500 shares of non-registered common stock that were issued to Abraham Dominguez Cinta for contributed services pursuant to the Management and Consulting Agreement between Abraham Dominguez Cinta and Go Ez Corporation entered into on May 1, 2014.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

Risks Associated With Our Business and Industry

Our operating history is recent and limited.

The Company was incorporated on April 19, 1979 in the State of Delaware. There were no significant operations between 1989 and 2014.

On May 7, 2014, in connection with a change of control and management, we changed our name to Go EZ Corporation, and implemented a new business plan focusing on the development of technology and internet-based businesses. In furtherance of such plans, on December 22, 2014, we acquired 70% of the beneficial ownership of Federal Technology Agency, Inc., a Delaware corporation (“FTA”), a provider of computer software programming, testing and development services to tech companies such as Apple.

In addition, on January 21, 2015, we acquired all of the assets and operations of Cellular of Miami Beach, Inc., a Florida corporation, and inserted the acquired assets and operations into our newly-created wholly-owned subsidiary, Glophone International, Inc., a Florida corporation (“Glophone”). Since having acquired such assets and operations, Glophone is now a retail seller of smartphones and smartphone accessories.

Accordingly, we have minimal operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development. We cannot assure you that we will be successful in addressing the risks we may encounter, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

Investors may lose their entire investment if we are unable to continue as a going concern.

We cannot guarantee that we will be successful in our future operations. We have incurred net losses since our inception and expect to continue to do so for the foreseeable future. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements. If our business fails, the investors in may face a complete loss of their investment.

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We may not be able to attain profitability without additional funding, which may be unavailable.

We have limited capital resources and, since our inception, we have incurred a net loss. Over the next twelve months, we expect to spend $324,000 on operational expenses, and $55,000 on legal, accounting and administrative expenses. Our monthly operational cash burn rate for both subsidiaries hovers at about $27,000 total. As of March 31, 2015, we had a little over $5,000 cash on hand, creating an expected cash shortfall of approximately $374,000 over the next twelve months. We expect to be able to pay for at least half of our operational expenses through revenues from sales (our gross profits, after cost of goods sold, were just over $27,000 for the first tw months of operation, February - March). However, this still leaves a cash shortfall of approximately $242,000 over the next twelve months, if our gross profit remains steady ($187,000 to make up the difference in what we need for operational expenses, and an additional $55,000 for administrative expenses). We are counting on this offering to cover such shortfall. However, in the event our cash resources are insufficient to continue operations, we intend to raise additional capital through additional offerings and sales of equity or debt securities. Unless we begin to generate sufficient revenues from our business to finance our ongoing operations, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to go out of business if additional financing is not available. We have no intention of liquidating. However, in the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.

We might be subject to increased competition due to new competitors entering the marketplace.

The internet technologies market is highly fragmented with virtually no barriers to entry. Accordingly, there is a risk that we will be squeezed out of the market by one, or more, of our competitors that are offering the same low-tech solutions on more attractive commercial terms.

Failure by us to respond to changes in consumer preferences could result in lack of sales revenues and may force us out of business.

The market for our service is characterized by rapidly changing technology, evolving industry standards, changing customer needs and frequent changes in technology. Our future success will depend on our ability to enhance our current products and services, advertise and market our services and respond to emerging industry standards and other technological changes on a timely and cost effective basis. There can be no assurance that we will be successful in enhancing our existing products and service offerings on a timely basis or that any new enhancements will achieve market acceptance. If we fail to anticipate or respond adequately to changes in technology and customer preferences these events could have a material adverse effect on our business, financial condition and results of operation.

We are a very small participant in two extremely large and competitive industries.

The market for customers is regionally competitive and such competition is expected to continue to increase. Practically all of our existing competitors have longer operating histories, greater name recognition and market presence, larger customer bases, greater technical and marketing resources and significantly greater financial and operational resources than us, which may allow them to reduce prices in order to expand sales volume or win competitive bid projects. Such competitors are apt to undertake more extensive marketing and advertising efforts and make more attractive offers to potential employees and customers. As a result of these factors, we may have difficulty competing effectively from time to time or in certain markets.

The development, distribution and sale of internet technologies are a highly competitive business. We compete primarily on the basis of brand, quality and price.

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Industry competitors have several advantages over our company either globally or in particular geographic markets, include the following:

● Greater revenues and financial resources

● Stronger brand and consumer recognition regionally or worldwide

● The capacity to leverage their marketing expenditures more effectively.

● More substantial intellectual property of their own from which they can develop internet technologies without having to pay royalties

● Pre-existing relationships that afford them access to intellectual property while blocking the access of competitors to that same intellectual property

● Greater resources to make acquisitions

● Lower labor and development costs

● Broader global distribution and presence

User tastes are continually changing and are often unpredictable; if we fail to develop and publish new internet technologies our sales will suffer.

Our success depends, in part, on unpredictable and volatile factors beyond our control. If our firm’s service offerings are not responsive to the requirements of our users, or they are not brought to market in a timely and effective manner, our business, operating results and financial condition would be harmed.

Our future success also depends on our ability to identify, attract and retain highly skilled technical, managerial, finance, marketing and creative personnel. We are facing intense competition for qualified individuals from numerous technology and marketing companies. Qualified individuals are in high demand, and we may incur significant costs to attract them. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing creative, operational and managerial requirements, or may be required to pay increased compensation in order to do so.

If we do not adequately protect our intellectual property rights or know how, it may be possible for third parties to obtain and improperly use our intellectual property and our competitive position may be adversely affected.

Our intellectual property or know how is an essential element of our business. Monitoring unauthorized use of our internet technologies and know how is difficult and costly, and we cannot be certain that the steps they’ve taken will prevent piracy and other unauthorized distribution and use of our internet technology offerings.

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Defects in our internet technology service offerings and the technology powering our custom development services may adversely affect our business.

Tools, codes, subroutines and processes contained within our internet technologies or the technology powering our custom development services may contain defects when introduced and also when updates and new versions are released. Our introduction of internet technologies or custom development services with defects or quality problems may result in adverse publicity, product returns, reduced orders, uncollectible or delayed accounts receivable, product and service redevelopment costs, loss of or delay in market acceptance of our products and services or claims by customers or others against us. Such problems or claims may have a material and adverse effect on our business, prospects, financial condition and results of operations.

If our security measures are breached and unauthorized access is obtained to a customer’s data or our data, our service may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

Our service involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. These security measures may be breached as a result of third-party action, employee error, malfeasance or otherwise, during transfer of data to additional data centers or at any time, and result in someone obtaining unauthorized access to our data or our customers’ data. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data or our customers’ data. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in a loss of confidence in the security of our service, damage our reputation, lead to legal liability and negatively impact our future sales.

Weakened global economic conditions may adversely affect our industry, business and results of operations.

Our overall performance depends in part on worldwide economic conditions. The United States and other key international economies have been impacted by a severe recession, characterized by falling demand for a variety of goods and services, restricted credit, going concern threats to financial institutions, major multinational companies and medium and small businesses, poor liquidity, declining asset values, reduced corporate profitability, extreme volatility in credit, equity and foreign exchange markets and bankruptcies. These conditions affect the rate of information technology spending and could adversely affect our customers’ ability or willingness to purchase and utilize our internet technology service offerings. In addition, in a weakened economy, companies that have competing products may reduce prices which could also reduce our average selling prices and harm our operating results.

We may become subject to government regulation and legal uncertainties that could reduce demand for our products and services or increase the cost of doing business, thereby adversely affecting our financial results.

We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally and laws or regulations directly applicable to Internet services. However, due to the increasing popularity and use of internet technologies, it is possible that a number of laws and regulations may become applicable to us or may be adopted in the future with respect to internet technologies covering issues such as:

● User privacy

● Taxation

● Right to access personal data

● Copyrights

● Distribution

● Characteristics and quality of services

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Our business is dependent on the strength of the industry, which could be both cyclical and seasonal.

The internet technologies industry is relatively new and it is difficult to predict with any accuracy any correlation to economic growth or seasonality. Also, when general national and global economic conditions are or are perceived to be weak, there is typically less consumer purchasing and utilization of new internet technologies, which could lead to less demand for our internet technology service offerings. A decrease in the current level of demand or disappointing job growth could adversely affect the business.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers, and could decrease demand for our services. Our financial condition and operating results could be materially adversely affected in the event of a major natural disaster or other catastrophic events beyond our control.

In order to increase our revenues, we believe we must further expand our business operations. We cannot assure you that our internal growth strategy will be successful which may result in a negative impact onour growth, financial condition, results of operations and cash flow.

In order to maximize the potential growth in our current and potential markets, we believe that we must further expand the scope of our services in the internet technology industry. One of our strategies is to grow internally through increasing the customers we target for adoption of our service offerings, and refurbishing business and entering new geographic markets in the United States and globally through targeted acquisitions. However, many obstacles to this expansion exist, including, but not limited to, our need to secure sufficient financing and growth capital to implement this growth strategy, increased competition from similar businesses, international trade and tariff barriers, unexpected costs, strain on internal resources, laws and regulations in each jurisdiction we plan to do business, and costs associated with marketing efforts. We cannot, therefore, assure you that we will be able to successfully overcome such obstacles and establish our services in any additional markets and achieve our growth plans. Our inability to implement this internal growth strategy successfully may have a negative impact on our growth, future financial condition, results of operations or cash flows.

In addition to our internal growth strategy, we may grow through strategic acquisitions. We cannot assure you that our acquisition growth strategy will be successful resulting in our failure to meet growth andrevenue expectations.

We also intend to pursue opportunities to acquire businesses in the United States and globally that are complementary or related to internet technologies. However, we may not be able to locate suitable acquisition candidates at prices that we consider appropriate or to finance acquisitions on terms that are satisfactory to us. If we do identify an appropriate acquisition candidate, we may not be able to negotiate successfully the terms of an acquisition, or, if the acquisition occurs, integrate the acquired business into our existing business. Acquisitions of businesses or other material operations will likely require us to secure debt financing or equity financing, resulting in leverage or dilution of ownership. However, there are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel development programs, planned initiatives or overhead expenditures, to the extent necessary. The failure to fund our capital requirements would have a material adverse effect on our business, financial condition and results of operations. Moreover, the identification and completion of these acquisitions may require us to expend significant management time and effort and other resources. Integration of acquired business operations could also disrupt our business by diverting management away from day−to−day operations. The difficulties of integration may be increased by the necessity of coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures.

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As we acquire companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results and the value of your investment.

As part of our business strategy, we regularly evaluate investments in, or acquisitions of, complementary businesses, joint ventures, services and technologies, and we expect that periodically we will continue to make such investments and acquisitions in the future. Acquisitions and investments involve numerous risks, including:

● the potential failure to achieve the expected benefits of the combination or acquisition;

● difficulties in and the cost of integrating operations, technologies, services and personnel;

● diversion of financial and managerial resources from existing operations;

● risk of entering new markets in which we have little or no experience;

● potential write-offs of acquired assets or investments;

● potential loss of key employees;

● inability to generate sufficient revenue to offset acquisition or investment costs;

● the inability to maintain relationships with customers and partners of the acquired business;

● the difficulty of incorporating acquired technology and rights into our products and services and of maintaining quality standards consistent with our brand;

● potential unknown liabilities associated with the acquired businesses;

● unanticipated expenses related to acquired technology and its integration into existing technology;

● negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation, and the loss of acquired deferred revenue;

● delays in customer purchases due to uncertainty;

● the need to implement controls, procedures and policies appropriate for a public company at companies that prior to the acquisition lacked such controls, procedures and policies; and

● challenges caused by distance, language and cultural differences.

In addition, if we finance acquisitions by issuing additional convertible debt or equity securities, our existing stockholders may be diluted which could affect the market price of our stock. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed and the value of your investment may decline.

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Our business will be harmed if we are unable to manage growth.

Our business may experience periods of rapid growth that will place significant demands on our managerial, operational and financial resources. In order to manage this possible growth, we must continue to improve and expand our management, operational and financial systems and controls. We will need to expand, train and manage our employee base and/or retain qualified contractors. No assurances can be given that we will be able to timely and effectively meet such demands.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

The costs and expenses of SEC reporting and compliance may inhibit our operations.

The costs of complying with the SEC reporting requirements may be substantial. In the event we are unable to establish a base of operations that generate sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

Our success is dependent upon a limited number of people.

The ability to identify, negotiate and consummate transactions that will benefit us is dependent upon the efforts of our management team. The loss of the services of any member of our management could have a material adverse effect on us.

We may not be able to attract and retain qualified personnel necessary for the implementation of our business strategy.

Our future success depends largely upon the continued service of board members, executive officers and other key personnel. Our success also depends on our ability to continue to attract, retain and motivate qualified personnel. Our personnel represent a significant asset, and the competition for such personnel is intense in the industry. We may have particular difficulty attracting and retaining key personnel in the initial phases of our operations.

As our sole officer and director is located outside of the United States, you may have no effective resource against us or our management for misconduct and may not be able to enforce judgment and civil liabilities against our officer, director, experts and agents

Our sole officer and director is a national and/or resident of countries other than the United States, and all, or a substantial portion, of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

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Indemnification of officers and directors.

Our Certificate of Incorporation and Bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors and employees, including the limitation of liability for certain violations of fiduciary duties. Our stockholders therefore will have only limited recourse against the individuals.

Risks Associated with the Acquisition of FTA

It is uncertain whether FTA can maintain its current customer base.

FTA negotiates its services on a case-by-case basis. Customers may choose to use services from companies other than FTA. Such actions will adversely affect FTA’s financial condition and results of operations.

FTA’s operational and financial systems are unsophisticated.

FTA has very recently introduced a measure of automation into its operational and financial systems to eliminate manual books and records. This has entailed a significant change for management. To the extent that new IT-based systems are not properly maintained and updated because of a lack of diligence or knowledge on the part of the operators, FTA’s business is likely to be adversely affected.

Risks Associated With Our Securities

Until recently, we were a shell company, the fact of which makes it currently impossible for those who purchase unregistered shares to rely on Rule 144 to re-sell those unregistered shares.

The shares we are offering through this registration statement are registered, and we currently have no plans to issue unregistered shares. However, were we to issue unregistered shares, investors who bought such unregistered shares from us may not rely on Rule 144 to allow them to re-sell such shares, because until our acquisition of FTA on December 22, 2014, we were a shell company. We had no operations and nominal non-cash assets. Even now that we are no longer a shell company, any investor who purchases unregistered shares from us – and any affiliate of the Company who holds shares, regardless of how that affiliate came to hold such shares – may not rely on Rule 144 as a basis for their re-sale until December 22, 2015, and even then may not do so unless we have filed all reports and material required to be filed by Section 13 of the Securities Exchange Act of 1934 for the twelve months preceding such time as the shareholder wished to re-sell their shares.

The conversion rate for our Series B Convertible Preferred Stock may lead to significant shareholder dilution and a corresponding drop in the market price of common stock.

Each share of Series B Preferred Stock may be convertible, at any time by the respective holder, into the number of shares of the Corporation’s Common Stock, equal to the price paid for the share of Series B Preferred Stock, divided by ten times the par value of the Common Stock at the time of conversion, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”). For example, assuming a $1,000 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Common Stock, each share of Series B Preferred Stock would be convertible into 1,000,000 shares of Common Stock. Currently there are 171 shares of Preferred Class, Series B stock issued and outstanding, all at a face value of $1,000 per share. This means that each of the 171 shares of Preferred B stock can be converted into 1,000,000 shares of common stock, for a total of 171,000,000 new shares of common stock potentially issuable as a result of conversions from our already-issued shares of Preferred B stock. We have attempted to limit the potential conversion of Preferred B shares into common shares by stipulating in all agreements wherein we issue shares of Preferred B stock, that the holder of such shares may not convert more shares of Preferred B stock than that which would result in the issuance of more than 9.9% of the issued and outstanding shares of the common stock of the Company. However, even with that limitation, the number of shares of common stock which are potentially issuable as a result of conversions of Preferred Stock, Series B is substantial.

Furthermore, any dilution may cause the market price of the common stock to decline further, resulting in additional dilution and a continued potential adverse effect on the common stock price thereafter. To the extent that the holders of our Series B Convertible Preferred Stock convert part of their Series B Convertible Preferred Stock and sell the common stock into the market, this could result in an imbalance of supply and demand for our common stock and reduce its price. 

In addition to affecting the market price of our common stock and diluting the value of each share of common stock for existing shareholders, the conversion rate and the effects that it may have may also make it more difficult for us to raise capital in the future, which could adversely affect our ability to operate or grow our business.

The number of shares of common stock into which our Series B Convertible Preferred Stock is convertible is currently limited to 9.9% of the outstanding shares of our common stock based on the subscription agreement.

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If we issue shares of preferred stock with superior rights as compared to our common stock, it could result in the decrease the value of our common stock.

Our board of directors is authorized to issue up to 100,000,000 shares of preferred stock. As of the date of this prospectus, we have issued 171 shares of preferred stock (all of them shares of preferred stock, Series B). Our Board of Directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the common stock may result in a decrease in the value or market price of the common stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion rights.

We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.

Our Articles of Incorporation authorize the issuance of 800,000,000 shares of our common stock and 100,000,000 shares of preferred stock. The common stock or preferred stock can be issued by our Board of Directors, without stockholder approval. Any future issuances of our common stock would further dilute the percentage ownership of our common stock held by public stockholders.

Together with 250,000 shares of common stock that have not been issued yet, we are also issuing 67,500 shares owned by our sole officer and director, Abraham D. Cinta, creating a potential conflict of interest.

Mr. Cinta owns 67,500 shares of our common stock, all of which are being registered in this offering. Following the effective date of registration, the shares may then be sold to the public, subject to the volume restrictions on re-sale described in Rule 144(e)(1). This could create a potential conflict of interest, as Mr. Cinta will not only be responsible for selling shares of the corporation directly to the public through this offering, but he may also wish to sell his own shares, and have those shares made available through the secondary public markets at the same time.

Trading on the over-the-counter market may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the over-the-counter market of the Financial Industry Regulatory Authority (the “OTCQB”). Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. These factors may result in investors having difficulty reselling any shares of our common stock.

Because our common stock is quoted and traded on the OTCQB, short selling could increase the volatility of our stock price.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the OTCQB or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

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Other factors that could cause such volatility may include, among other things:

● potential investigations, proceedings or litigation that involves or affects us;

● risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures;

● risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned  exploration and development projects;

● actual or anticipated fluctuations in our operating results;

● the absence of securities analysts covering us and distributing research and recommendations about us;

● we expect our actual operating results to continue to fluctuate;

● we may have a low trading volume for a number of reasons, including that a large amount of our stock is closely held;

● overall stock market fluctuations;

● economic conditions generally and in the internet technology industries in particular;

● announcements concerning our business or those of our competitors or vendors;

● our ability to raise capital when we require it, and to raise such capital on favorable terms;

● changes in financial estimates by securities analysts or our failure to perform as anticipated by the analysts;

● conditions or trends in the industry;

● changes in market valuations of other similar companies;

● announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures;

● future sales of common stock;

● actions initiated by the SEC or other regulatory bodies;

● existence or lack of patents or proprietary rights;

● departure of key personnel or failure to hire key personnel; and

● general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

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Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty inreselling your shares and may cause the price of the shares to decline.

Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the SEC, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Our Securities not currently eligible for sale under Rule 144 and any future sales of our securities may be adversely affected by our failure to file all reports required by the Exchange Act.

Rule 144 as promulgated under the Securities Act is not available for the resale of securities initially issued by a shell company (reporting or non-reporting) or a former shell company, unless certain conditions are satisfied. We are a former shell company. As a result, our securities cannot be resold under Rule 144 unless certain conditions are met. These conditions are:

● the issuer of the securities has ceased to be a shell company;

● the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;

● the issuer has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and

● one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its  status as an entity that is no longer a shell company.

The Current Report filed with the SEC on December 22, 2014 contained Form 10 information reflecting our status as an entity that is no longer a shell company, but one year must elapse from the filing date of that Current Report in order for our securities to be eligible for sale under Rule 144, provided the other conditions set forth above are satisfied. No assurance can be provided that we will be compliant with these conditions. If after one year has elapsed from the filing date of the Current Report we, as a former shell company, ever fail to file all reports and other materials required to be filed by Section 13 or 15 (d) of the Exchange Act, as applicable, during the preceding 12 months, our securities will not be eligible to be resold under Rule 144.

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While our shares are quoted on the OTCQB, we are required to remain current in our filings with the SEC in order for our shares of common stock to remain quoted on the OTCQB and not be delisted to the OTC Pink Sheets.

While the common stock is quoted on the OTCQB, we will be required to remain current in our filings with the SEC in order for shares of the common stock to be eligible for quotation on the OTCQB. In the event that we become delinquent in our required filings with the SEC, quotation of the common stock on the OTCQB will be terminated following a 30 day grace period if we do not make our required filing during that time, and quotation of our shares of common stock will continue on the OTC Pink Sheets under the “Limited Information” tier. Given the reduced transparency of companies on the OTC Pink Sheets – Limited Information tier, trading for companies listed on this tier tends to be more attenuated and/or unpredictable. Therefore, if the common stock is not eligible for quotation on the OTCQB, investors in the common stock may find it difficult to sell their shares.

We have never paid dividends and have no plans to in the future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operation of our business. Therefore, any return to investors in our common stock will have to be in the form of appreciation, if any, in the market value of their shares of common stock.

Risks Related to this Offering

If you purchase the common stock sold in this offering, you will experience immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities in future fundraising transactions.

You will suffer substantial dilution with respect to the net tangible book value of the common stock you receive in this offering. Based on our net tangible book value as of December 31, 2014, if you receive shares of common stock in this offering, you will suffer immediate and substantial dilution with respect to the net tangible book value of the common stock. See the section entitled “Dilution” on page 13 of this prospectus for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering.

Holders of our outstanding debt and any preferred stock that we may offer have liquidation and other rights that are senior to the rights of the holders of our common stock, and any future issuance of debt or preferred stock could adversely affect the market price of our common stock.

As of December 31, 2014, we had outstanding approximately $19,637 aggregate principal amount of Convertible Debentures, and we may incur additional indebtedness in the future. Upon any voluntary or involuntary liquidation, dissolution or winding up, payment will be made to holders of our debt and, if preferred stock is issued, preferred stock, before any payment is made to the holders of our common stock. This will reduce the amount of our assets, if any, available for distribution to holders of our common stock. Because our decision to issue debt and preferred stock is dependent on market conditions and other factors that may be beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances. Any such future issuance could reduce the market price of our common stock.

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Implications of Being an Emerging Growth Company 

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure; 

● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; 

● reduced disclosure obligations regarding executive compensation; and 

● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We can take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we were to generate more than $1.0 billion in annual revenues, have more than $700.0 million in market value of our capital stock held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. As an emerging growth company, we may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

SELECTED FINANCIAL DATA

The following selected financial data is based on common stock and per share data from our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the pro forma financial statements also contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on April 14, 2015. Below that we have included financial data selected from our Quarterly Report on Form 10-Q for the second fiscal quarter ended June 30, 2015.

Selected Data from Pro Forma Consolidated Statements of Operations*

	Twelve Months Ended December 31, 2014
	Historical			Pro Forma
Loss from operations	$	357,746		$	364,912
Basic and diluted loss per share:	$	(0.34	)	$	(0.35	)
Weighted basic and diluted average shares outstanding:		1,038,755			1,038,755

____________

* The Company included pro forma financial statements in its Annual Report on Form 10-K filed on April 14, 2015 to report the effects of a transaction related to the acquisition of Federal Technology Agency, Inc. that was consummated on December 22, 2014.

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Selected Data from Consolidated Statements of Operations

	Year Ended December 31,
	2014			2013
Basic loss per share:
Operations	$	(0.34	)	$	(0.17	)
Other loss	(19.79		)	-
	$	(20.13	)	$	(0.17	)
Diluted loss per share:
Operations	$	(0.34	)	$	(0.17	)
Other loss	(19.79		)	-
	$	(20.13	)	$	(0.17	)
Loss from operations:
Basic	$	463,921		$	83,872
Diluted	$	463,921		$	83,872
Other gain (loss)	$	(20,452,964	)	$	19,826
Weighted average shares outstanding:
Basic	1,038,755			368,200
Diluted	1,038,755			368,200
Consolidated Statements of Operations
Net loss	$	20,916,885		$	64,046
Net loss after loss on non-controlling interest	$	20,914,264		$	64,046

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Selected Data from Unaudited Consolidated Statements of Operations

	For the Six Months Ended June 30,
	2015			2014
REVENUES	$	136,328		$	-
Cost of goods sold		56,038			-
GROSS PROFIT		80,290			-
EXPENSES
Total Expenses	$	630,281			66,566
LOSS BEFORE OTHER INCOME (EXPENSE)		(549,992	)		(66,566	)
OTHER INCOME (EXPENSE):
Gain on derivative liability		52,180			-
Gain on forgiveness of debt		-			75,971
Loss on acquisition		(240,007,725	)		-
Interest expense		(782	)		(2,550	)
Finance charge		(153	)		-
Other income		21			-
Total Other Income (Expense)		(239,956,459	)		73,421
Tax Expense		(800	)		-
NET INCOME (LOSS)		(240,507,251	)		6,855
BASIC AND DILUTED GAIN (LOSS) PER COMMON SHARE	$	(155.78	)	$	0.01

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USE OF PROCEEDS

Because we are offering a large proportion of these shares with respect to a Share Purchase Agreement, acquisition and for services supplied to the Company and of which the consideration has already been paid, we will not receive any proceeds from the sale of 137,500 of the 387,500 common stock being offered hereby.

Proceeds from the remainder 250,000 shares of the common stock being offered will be used to cover development expenses for the online technology services; for acquisition of suitable premises, for the hiring of necessary personnel, and for general corporate purposes.

The Company’s public offering of 250,000 shares is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $4.00. The following table sets forth the uses of proceeds assuming the sale of 10%, 25%, 50% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $1,000,000 as anticipated.

(1)	If 10% of		If 25% of		If 50% of		If 100% of
	Shares		Shares		Shares		Shares
	Sold		Sold		Sold		Sold
GROSS PROCEEDS FROM THIS OFFERING	$	100,000	$	250,000	$	500,000	$	1,000,000
Legal and Accounting fees
	$	55,000	$	55,000	$	55,000	$	55,000
Costs associated with being a “reporting issuer”		-		15,000		30,000		60,000
Set up office		45,000		45,000		170,000		185,000
Research & Development of Internet Technology Services		-		135,000		100,000		400,000
Set up Advertising and Marketing Program		-		-		145,000		300,000
Total	$	100,000	$	250,000	$	500,000	$	1,000,000

_________________ 

(1) Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.

DILUTION

Your interest in the securities that you will receive will be diluted by an amount equal to the difference between the price at which you receive the securities and the net tangible book value per share of 250,000 common stock after this offering. We calculate net tangible book value per share by dividing our net tangible book value (total assets less intangible assets and total liabilities) by the number of outstanding shares of common stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the as-adjusted net tangible book value per share of our common stock immediately after giving effect to this offering.

Our net tangible book value at December 31, 2014 was a deficit of approximately $271,399, or $0.18 per share of common stock. After giving effect to the issuance of 250,000 shares of our common stock in this offering for no additional consideration, excluding the issuance of 1,000,000 shares of our common stock to Evotech Capital S.A. per the Current Report Amended filed with the SEC on May 1, 2014, and after deducting estimated offering expenses paid by us, our adjusted net tangible deficit at December 31, 2014 would be $21,399, or $0.01 per share. This represents an immediate increase in as-adjusted net tangible book deficit of $0.66 per share to existing shareholders and an immediate decrease of net tangible book deficit of $3.34 per share to the investor in this offering. The following table illustrates this per share dilution:

Offering price per share				$	4.00
Net tangible book value per share as of December 31, 2014	$	(0.18	)
Increase per share attributable to the investor purchasing our common stock in this offering	$	0.17
As adjusted net tangible book value per share as of December 31, 2014, after giving effect to this offering				$	(0.01	)
Increase in net tangible book deficit per share to the investor in this offering				$	3.99

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These calculations are based on 1,500,878 shares outstanding as of December 31, 2014 – which includes the previously issued 70,000 shares of our common stock to the investor on December 22, 2014 and 67,500 shares of our common stock to our CEO, Abraham Dominguez Cinta for contributed services – plus the issuance of 130,000 shares to consultants through an S-8 registration statement on May 1, 2015, as well as the anticipated issuance of 250,000 shares of our common stock in this offering, but exclude the 195,706 shares of our common stock issuable upon the exercise of an outstanding warrant with an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of notice of exercise of the Warrant that expire on the December 22, 2016.

SELLING SECURITY HOLDERS

On December 22, 2014, the Company completed the majority acquisition of Federal Technology Agency, Inc., a Delaware corporation (“FTA”) from sole owner of FTA Roger Ng, through the purchase from Mr. Ng of 7,000 shares of FTA common stock representing 70% of the issued and outstanding capital stock of FTA (the “Transaction”) in exchange for $20,000,000 worth of the Company’s Series B Preferred Stock, plus $280,000 worth of restricted common shares of the Company for 70,000 shares of FTA representing seventy (70%) percent of the total issued and outstanding shares of FTA at closing in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act pursuant to that certain Stock Purchase Agreement (the “FTA Stock Purchase Agreement”), filed as Exhibit 10.1, dated December 22, 2014, by and among the Company and Roger Ng (the “Seller”), an individual resident of the State of California and a shareholder of FTA.

Mr. Ng was additionally transmitted warrants to purchase up to an aggregate of 10% of the GEZC’s outstanding common stock provided however that such execution shall not result in Ng holding of excess of 9.9% of the outstanding common shares issued. The warrant expires on December 22, 2016. The warrant grants Mr. Roger Ng to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of Roger Ng’s notice of exercise of the warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing. These warrants created a derivative liability in the amount of $216,223 as of the six months ended June 30, 2015.

As of the closing date of these transactions and the filing date of this Registration Statement, 70,000 shares of the non-registered Common Stock have been issued to Roger Ng.

For contributed services to the Company rendered by Abraham Dominguez Cinta, the sole Director and officer of GEZC, pursuant to the Management and Consulting Agreement, filed as Exhibit 10.4 dated May 1, 2014, between Abraham Dominguez Cinta and GEZC, 67,500 non-registered common shares issued as consideration for those services rendered to the Company are to be registered.

As of the closing date of these transactions and the filing date of this Registration Statement, 67,500 shares of the non-registered Common Stock have been issued to Abraham Dominguez Cinta.

The following table shows the following information about the Selling Stockholders:

● the number of shares of our common stock that the Selling Stockholders beneficially owned as of the business day immediately prior to the filing of our Registration Statement;

● the number of shares covered by this Prospectus; and

● the number of shares to be retained after this offering, if any.

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All figures in this table assume the issuance and subsequent disposition of all shares. As represented to us by the Selling Shareholders, none of the Selling Shareholders are broker-dealers or affiliates of broker-dealers.

Name	Total Number of Shares Owned Prior to Offering			Percentage of Common Shares Owned Prior to Offering			Number of Shares Being Offered		Total Number of Shares Owned After the Offering Assuming All of the Shares Registered Herein are Sold in the Offering		Percentage of Shares Owned After the Offering Assuming All of the Shares are Sold in the Offering
Abraham Dominguez Cinta		67,500	1		4.5	%		67,500		-		-
Roger Ng		70,000	2		4.7	%		70,000		-		-

_______________

(1) Shares were issued pursuant for contributed service by Abraham Dominguez Cinta but have not been registered.

(2) Shares were issued pursuant to the FTA Stock Purchase Agreement but have not been registered.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

A summary of any material United States federal income tax consequences to persons investing in the securities offered by this prospectus may be set forth in an applicable prospectus supplement. Any such summary will be presented for informational purposes only, however, and will not be intended as legal or tax advice to prospective investors. Prospective investors of securities are urged to consult their own tax advisors prior to investing in the securities.

PLAN OF DISTRIBUTION

We have agreed to register shares of common stock that were issued to Abraham D. Cinta offered by this prospectus in exchange for the services that were provided by him, and shares of common stock that were issued for the acquisition of FTA to Roger Ng. No underwriters or agents were engaged by us for these transactions. We estimate the total expenses of this offering will be approximately $20,000.

Plan of Distribution for the 137,500 Shares Owned by Messrs. Cinta and Ng

We will not be offering the 137,500 common shares currently owned by, and now being registered on behalf of, Messrs. Cinta and Ng, directly to the public. Rather, each of these persons will be responsible for placing their respective shares on account with a broker, and, at their sole discretion, subject to any volume limitations of Rule 144(e)(1), selling such shares through their respective broker into the secondary market. We will not receive any proceeds from any such sales.

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Plan of Distribution for the Company’s Public Offering of 250,000 Shares

GEZC has 1,630,878 common shares of common stock issued and outstanding as of the date of this prospectus. 387,500 shares of the Company’s common stock are being registered for sale at the price of $4.00 per share, including 250,000 unissued shares. There is no arrangement to address the possible effect of the offering on the price of the stock. In connection with the Company’s selling efforts in the offering, Mr. Abraham Dominguez Cinta will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Cinta is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Cinta will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Cinta is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Cinta will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Cinta will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

GEZC will only receive proceeds from the sale of the 250,000 of the 387,500 shares being offered. The price per share is fixed at $4.00 for the duration of this offering. Our common stock is listed on the OTCQB under the symbol GEZC.

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $4.00 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which GEZC has complied. In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. GEZC will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

Terms of the Offering

The shares will be sold at the fixed price of $4.00 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 12 months. At the discretion of our board of director, we may discontinue the offering before expiration of the 12 month period.

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Penny Stock Rules

Our stock is a penny stock.The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”.The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the SEC, Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange).

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue 800,000,000 shares of common stock, $0.0001 par value per share. There are currently 1,630,878 shares of common voting stock issued and outstanding. The holders of our common stock are entitled to one vote per share on each matter submitted to a vote at a meeting of our shareholders.

Our shareholders have no pre-emptive rights to acquire additional shares of our common stock or other securities; nor shall our shareholders be entitled to vote cumulatively in the election of directors or for any other purpose with the exception of Mr. Roger Ng’s Warrant outlined below under the heading “Outstanding Options, Warrants or Calls”. Our common stock is not subject to redemption rights and carries no subscription or conversion rights. All shares of the common stock now outstanding are fully paid and non-assessable.

Outstanding Options, Warrants or Calls

There are no outstanding options or calls to purchase any of our common stock. 

On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A., which resulted in a change in control of the company. In connection to this transaction, the Company issued former officers and directors, David C. Merrell and Michael C. Brown, a collective three year stock warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner.

Pursuant to the acquisition of Federal Technology Agency, Inc. and the terms of the Stock Purchase Agreement of December 22, 2014 between the Company and Mr. Roger Ng, Roger Ng was transmitted warrants to purchase up to an aggregate of 10% of the GEZC’s outstanding common stock provided however that such execution shall not result in Ng holding of excess of 9.9% of the outstanding common shares issued. The warrant expires on December 22, 2016. The warrant grants Mr. Roger Ng to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of Roger Ng’s notice of exercise of the warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing.

Listing

Our outstanding shares of common stock are listed on the OTCQB under the symbol “GEZC.”

Dividend Rights

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Our future dividend policy cannot be ascertained with any certainty, and if and until we determine to engage in any business or we complete any acquisition, reorganization or merger, no such policy will be formulated.  There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

However, we did declare a stock dividend of 100 for 1 in November, 2007, as part of our Recapitalization.

Voting Rights

Each share of common stock entitles the holder to one vote at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of common stock holding, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

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Provisions Limiting Change of Control

There is no provision in our Articles of Incorporation or Bylaws that would delay, defer, or prevent a change in control of our Company.

Amendments to the Restated Certificate of Incorporation and Amended and Restated Bylaws

Any amendment to our restated certificate of incorporation requires the approval of the Board of Directors.

Any amendment to our amended and restated bylaws will be made by the Board of Directors.

Other Rights

We will notify common stockholders of any stockholders’ meetings according to the terms of our bylaws and applicable law. If we liquidate, dissolve or wind-up our business, either voluntarily or not, common stockholders will share equally in the assets remaining after we pay our creditors and preferred stockholders. The holders of common stock have no preemptive rights to purchase our shares of stock. Shares of common stock are not subject to any redemption or sinking fund provisions and are not convertible into any of our other securities.

Anti-Takeover Provisions under Delaware Law, our Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions in our restated certificate of incorporation and amended and restated bylaws may encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with the board of directors rather than pursue non-negotiated takeover attempts.

Board of Directors

Our restated certificate of incorporation, as amended, and our bylaws states that the number of Directors comprising the Board of Directors will be designated by the board of directors from time to time, except that in the absence of any such designation, such number shall be three. At the time of this filing, Abraham Dominguez Cinta is the sole member of the Board of Directors of the Company.

Advance Notice of Stockholder Nominations and Stockholder Business

Our bylaws require written notice of any stockholder proposal for business at an annual meeting of stockholders, or any stockholder director nomination for an annual meeting of stockholders, must be received not more than 60 days nor less than 10 days prior to the time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation. In the event of a special meeting, or if the date for the annual meeting is changed by more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. This provision may have the effect of precluding a nomination for the election of directors at a particular annual meeting if the proper procedures are not followed and may discourage or deter a third party from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

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Preferred Stock

Our restated certificate of incorporation authorizes the issuance of up to 100 million shares of preferred stock. The board of directors can set the voting rights, redemption rights, conversion rights and other rights relating to such preferred stock and could issue such stock in either private or public transactions. In some circumstances, the preferred stock could be issued and have the effect of preventing a merger, tender offer or other takeover attempt that the board of directors opposes.

Business Combinations Under Delaware Law

We are a Delaware corporation and are subject to Section 203 of the DGCL. Section 203 prevents a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of our outstanding voting stock, or an “interested stockholder,” from engaging in certain business combinations with us for three years following the time that the interested stockholder became an interested stockholder. These restrictions do not apply if:

● before the person became an interested stockholder, our board of directors approved either the business combination or the transaction in which the interested stockholder became an interested stockholder;

● upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of our outstanding voting stock at the time the transaction commenced, excluding stock held by directors who are also officers of the corporation and stock held by certain employee stock plans; or

● following the transaction in which the person became an interested stockholder, the business combination is approved by both our board of directors and the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

Section 203 defines a “business combination” to include (1) any merger or consolidation involving the corporation and an interested stockholder; (2) any sale, lease, transfer, pledge or other disposition involving an interested stockholder of 10% or more of the assets of the corporation; (3) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to an interested stockholder; (4) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (5) the receipt by an interested stockholder of any loans, guarantees, pledges or other financial benefits provided by or through the corporation.

Limitation of Liability and Indemnification of Officers and Directors

Delaware law authorizes corporations to limit or eliminate the personal liability of officers and directors to corporations and their stockholders for monetary damages for breach of officers’ and directors’ fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, officers and directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations authorized by Delaware law, officers and directors are accountable to corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables corporations to limit available relief to equitable remedies such as injunction or rescission.

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Our restated certificate of incorporation limits the liability of our officers and directors to us and our stockholders to the fullest extent permitted by Delaware law. Specifically, our officers and directors will not be personally liable for monetary damages for breach of an officer’s or Director’s fiduciary duty in such capacity, except for liability:

● for any breach of the officer’s or director’s duty of loyalty to us or our stockholders;

● for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

● for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

● for any transaction from which the officer or director derived an improper personal benefit.

The inclusion in our restated certificate of incorporation of a provision indemnifying our officers and directors to the fullest extent permitted by Delaware law may reduce the likelihood of derivative litigation against our officers and Directors, and may discourage or deter stockholders or management from bringing a lawsuit against our officers and directors for breach of their duty of care, even though such an action, if successful, might have otherwise benefitted us and our stockholders.

Both our restated certificate of incorporation and amended and restated bylaws provide indemnification to our officers and Directors and certain other persons with respect to certain matters to the maximum extent allowed by Delaware law as it exists now or may hereafter be amended. These provisions do not alter the liability of officers and Directors under federal securities laws and do not affect the right to sue (nor to recover monetary damages) under federal securities laws for violations thereof.

Transfer Agent

Jersey Stock Transfer LLC, 201 Bloomfield Avenue, Suite 26, Verona, NJ 07004, is our transfer agent and registrar for our common stock.

DESCRIPTION OF BUSINESS

Organization and Corporate History

Go Ez Corporation (“we”, “us” or “the Company”) was incorporated on April 19, 1979, as Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. The business operations were unsuccessful and ceased in 1989. There were no significant operations between 1989 and 2014.

On May 7, 2014, in connection with a change of control and management, we changed our name to Go EZ Corporation, and implemented a new business plan focusing on the development of technology and internet-based businesses. In furtherance of such plans, on December 22, 2014, we acquired 70% of the beneficial ownership of Federal Technology Agency, Inc., a Delaware corporation (“FTA”), a provider of computer software programming, testing and development services to tech companies such as Apple, for whom FTA wrote software for various web-based applications, including iCloud.com, wherein FTA's software helped establish the framework which powered that website.

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In addition, on January 21, 2015, we acquired all of the assets and operations of Cellular of Miami Beach, Inc., a Florida corporation, and inserted the acquired assets and operations into our newly-created wholly-owned subsidiary, Glophone International, Inc., a Florida corporation (“Glophone”). Since having acquired such assets and operations, Glophone is now a retail seller of smartphones and smartphone accessories.

Federal Technology Agency

FTA’s current principal service is the performance of the following three internet technology services on behalf of large software and internet-based businesses: a) full unit testing, b) framework design and analysis, and c) development, implementation, and quality assurance testing.

Full Unit Testing

Full unit testing is a software testing method by which individual units of “source code” – sets of one or more computer program modules together with associated control data, usage procedures, and operating procedures – are tested to determine whether they are fit to be included in the overall software program under evaluation by the client. FTA performs full unit testing for large software and internet-based businesses.

Framework Design

A framework is a layered structure indicating what kind of programs can or should be built and how they would interrelate. Examples include: resource description framework; internet business framework; send policy framework; and Zachman framework. FTA performs framework design and analysis to help its clients determine whether a program can be built at all, given its interaction with other software applications already part of the overall program.

Quality Assurance (QA) Testing

Quality assurance (QA) testing is the systematic process of reducing risk of application failures. FTA engages in QA testing on a contract project basis for larger internet and tech businesses.

Customers

FTA utilizes the tech referral agency CyberCoders, Inc., a subsidiary of On Assignment Inc., to provide FTA with projects involving full unit, framework and QA testing services to end-use business customers such as Apple. In this informal arrangement, CyberCoders, in its discretion, may assign FTA to complete certain projects of the varieties described above on behalf of certain tech (internet and software) clients. This arrangement, however, does not guarantee that FTA will be provided any work, nor does it require CyberCoders to confer any special treatment to FTA in regards to which, or how many, assignments FTA is to receive relative to other tech support service companies offering the same services FTA provides.Once CyberCoders has located a suitable project for FTA, it will enter into a formal contract with FTA detailing the terms of the project, including length and compensation. To date, one such contract has been entered into with CyberCoders, for employer Apple Inc.That contract has expired and no work is currently being performed pursuant to that agreement.

FTA may also use other referral agencies, such as Kelly Services, Inc., to locate projects of the kind in which FTA specializes. Finally, FTA may reach out directly to tech companies and inquire as to the availability of such projects.

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Distribution Method

FTA offers their services through CyberCoders, Inc., a subsidiary of On Assignment Inc., a leading global provider of in-demand, skilled professionals that matches FTA with clients in need of FTA’s internet technology services.

FTA does not have employees, nor does it have a sales force. FTA does not pay for any advertisements. FTA completes assignments by contracting with independent contractors on an as-needed basis.

Glophone

Our subsidiary Glophone, Inc. is a newly-incorporated Florida corporation into which was placed the operations and assets of another corporation, Cellular of Miami Beach. The owners of Cellular of Miami Beach received securities from the Company in exchange for all of the assets and operations of Cellular of Miami Beach. Those operations, which continue now under the new name Glophone, are: a) a retail store, selling cell phones, cell phone accessories, and cell phone plans, located in the city of Miami Beach, Florida, and b) a virtual store, branded as “Glomobile Storefront” and accessible through Amazon.com and Ebay.com.

Products

From its retail store in Miami Beach, Glophone sells cell phones and accessories from third party manufacturers, as well as three products that are particular to Glophone.

1.	The “GO EZ” brand selfie stick retails through the Glomobile Storefront virtual store for US$6.25. It is manufactured for Glophone by KingFitz, a third-party manufacturer in China. 2500 units have been ordered by Glophone and delivered by KingFitz, with approximately 2000 units sold from February 2015 through the end of May 2015.
2.	The “Flamingo 305 Energizer” battery charger case for iPhone 6 retails for US$29.95 through the Glomobile Storefront virtual store on Amazon.com. It is manufactured for Glophone by KingFitz. Through the end of May 2015, 200 such battery chargers have been manufactured by KingFitz, with approximately 150 sold.
3.	The “GO EZ” brand “smartwatch” for Android and IOS smartphones was manufactured for Glophone by KingFitz, with 150 units manufactured and all 150 units sold. Additional development of the product is underway in order to improve the user experience, before additional units of this item will be ordered.

Glophone uses four independent contractors to staff the retail and online stores.

DESCRIPTION OF PROPERTY

Glophone has one retail store, of approximately 700 square feet, located at 6782 Collins Avenue, Miami Beach, Florida 33141, which also serves as our physical mailing address. FTA has its own leased office space, at 1047 Amarillo Avenue, Palo Alto, California 94303.

We have no other facilities.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings involving the Company or either of its subsidiaries.

The validity of the securities being offered by this prospectus has been passed upon for us by Lorin A. Rosen, Esq. of LAR Law Group PC, Centereach, New York.

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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no “established trading market” for our shares of common stock. Commencing on or about June 11, 2008, our shares of common stock were listed on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “ERCX”. The Company changed its stock symbol on June 9, 2014 and its shares of common stock are now listed with the OTCQB of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “GEZC”; however, management does not expect any established trading market to develop in our shares of common stock unless and until we have material operations. In any event, no assurance can be given that any market for our common stock will develop or be maintained. If a public market ever develops in the future, the sale of shares of our common stock that are deemed to be “restricted securities” pursuant to Rule 144 of the SEC by members of management or others may have a substantial adverse impact on any such market. With the exception of the shares outlined below under the heading “Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities,” all current holders of shares of our common stock have satisfied the six-month holding period requirement of Rule 144; these listed persons’ shares are subject to the resale limitations outlined below under the heading “Rule 144.”

Our common stock is quoted on the OTCQB tier of the OTC Markets Group under the symbol “GEZC”. The OTCQB is an inter-dealer quotation and trading system and only market makers can apply to quote securities on the OTCQB. Trading in our common stock on the OTCQB has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, as set forth below are the range of reported high and low bid quotations for our common stock for each quarter of 2013, 2014 and the first two quarters of 2015, as gathered from data available through otcmarkets.com. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. Quotations for our common stock only commenced at the end of the third quarter of 2008.

Period	High		Low
January 1, 2013 through March 31, 2013	$	0.20	$	0.20
April 1, 2013 through June 30, 2013	$	0.20	$	0.20
July 1, 2013 through September 30, 2013	$	0.25	$	0.20
October 1, 2013 through December 31, 2013	$	0.25	$	0.25
January 1, 2014 through March 31, 2014	$	0.10	$	0.10
April 1, 2014 through June 30, 2014	$	3.20	$	0.10
July 1, 2014 through September 30, 2014	$	4.25	$	3.20

October 1, 2014 through December 31, 2014 $ 4.25 $ 4.00

January 1, 2015 through March 31, 2015 $ 4.00 $ 4.00

April 1, 2015 through June 30, 2015	$	4.00	$	3.00
July 1, 2015 through September 30, 2015	$	3.00	$	1.25

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Agreements to Register

Not applicable.

Holders

As of October 22, 2015, there were 404 holders of record of our common stock.

Shares Eligible for Future Sale.

In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated with our affiliates, who has beneficially owned his or her restricted shares for at least six months, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for one year may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Even now that we are no longer a shell company, any investor who purchases unregistered shares from us – and any affiliate of the Company who holds shares, regardless of how that affiliate came to hold such shares – may not rely on Rule 144 as a basis for their re-sale until December 22, 2015, and even then may not do so unless we have filed all reports and material required to be filed by Section 13 of the Securities Exchange Act of 1934 for the twelve months preceding such time as the shareholder wished to re-sell their shares. Please see our Risk Factors above.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Our future dividend policy cannot be ascertained with any certainty, and if and until we determine to engage in any business or we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

However, we did declare a stock dividend of 100 for 1 in November, 2007, as part of our Recapitalization.

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Dividend Policy

All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act of 1934

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse effects on the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Voting Rights

Each share of common stock entitles the holder to one vote at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of common stock holding, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Miscellaneous Rights and Provisions

Holders of common stock have no preemptive or other subscription rights, conversion rights, or redemption provisions. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

There is no provision in our charter or by-laws that would delay, defer, or prevent a change in our control.

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Debt Securities

We have not issued any debt securities.

Dividend Rights

The common stock has no rights to dividends, except as the Board may decide in its discretion, out of funds legally available for dividends. We have never paid any dividends on our common stock, and have no plans to pay any dividends in the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the other sections of this Current Report, including “Risk Factors,” “Business” and the Financial Statements attached hereto as Exhibits 99.1 and 99.2 and the related exhibits. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Current Report. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results may differ materially.

Background

In December, 2014, the Company completed its acquisition of FTA through its purchase of 70% of the issued and outstanding capital stock of FTA. As a result of the Transaction, FTA became a majority owned subsidiary of the Company and the Company assumed the business operations of FTA. Following the Transaction, the business of FTA constitutes all of the Company’s operations. As such, the following Management Discussion and Analysis is focused on the current and historical operations of FTA, and excludes the prior operations of the Company. With respect to this discussion, the terms “FTA,” the “Company,” “we,” “us,” and “our” refer to Federal Technology Agency, Inc. This discussion and analysis should be read in conjunction with the financial statements and notes, and other financial information included in this report.

Overview

Headquartered in Palo Alto, California, Federal Technology Agency, Inc. was incorporated in 2013 in Delaware. The company’s main activity is the provision of internet technology services. Internet technology services provided include framework design, development, implementation, testing and other similar services.

Our Strategy in the Next 12 Months

Go EZ Corporation’s management has developed a plan governing the processes to be deployed for the first weeks and months following closing of any acquisition, and these will be applied directly to FTA, elements of which are described in the following paragraphs.

To support what we believe will be an expansion of operations, new systems and procedures are planned such that provision of services to customers is executed with efficiency. A new accounting system will be implemented within the next 12 months and this will be linked electronically to other systems the company will use to control its management information processes. New measures of performance will be implemented along with new procedures for budgeting, treasury management, spending authority approval, and personnel policies.

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Factors impacting FTA’s Results of Operations

The principal factors that impact our past and future results of operations include:

·	General and administrative costs.
	Our business is still very young and at the beginning of its pursuit of organic and external growth. In order to execute on any strategy for growth, we expect to have to further increase its general and administrative overheads cost base. Our results from operations will be adversely impacted if these additional overhead costs are incurred before the growth in revenue is received.

Results of Operations - FTA

Twelve Months Ended December 31, 2014

Revenues

FTA generated revenue of $218,550 during the twelve months ended December 31, 2014. Sales realized during the twelve months ended December 31, 2014 were primarily attributable to the provision of internet technology services.

Costof Sales

As FTA is an internet technology services provider, there is no relevant cost related to the services.

Gross Profit

As a result of the above, for the twelve months ended December 31, 2014, FTA reported gross profit of $218,550.

Operating Expenses

FTA incurred operating expenses of $234,452 for the year ended December 31, 2014. FTA operating expenses consist primarily of professional fees, and selling, general and administrative expenses.

For the year ended December 31, 2014, FTA incurred salaries, payroll taxes, and fringe benefits of $39,379. Salaries, payroll taxes, and fringe benefits relate to compensation, medical reimbursement and employee benefits paid to Mr. Chen during the reporting period. For the year ended December 31, 2014, FTA incurred other selling, general and administrative expenses of $65,581. FTA’s selling, general and administrative expenses are primarily attributable to employee benefits expenses and rent expenses.

We anticipate that FTA operating expenses will continue to increase as FTA seeks to increase the scale and range of services FTA can offer to customers.

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Net Income (Loss)

As a result of the above, for the twelve months ended December 31, 2014, FTA reported net income of $37,517.

Six Months Ended June 30, 2015

Revenues and Gross Profit

During the six months ended June 30, 2015, FTA generated $41,725 in revenues and gross profit.

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Inception to December 31, 2013

Revenues

FTA generated revenue of $0 during the period from November 26, 2013 (date of inception) to December 31, 2013. FTA’s failure to generate any revenue during the period from November 26, 2013 (date of inception) to December 31, 2013 is due to the fact that FTA was incorporated on November 26, 2013 and were not in a position to generate sales because during the initial stages after incorporation FTA’s efforts were dedicated to configuring FTA’s processes and establishing a base of operations in Los Altos, California.

Cost of Sales

As FTA is an internet technology services provider, there is no relevant cost related to the services.

Gross Profit

As a result of the above, for the period from November 26, 2013 (date of inception) to December 31, 2013, FTA reported no gross profit.

Operating Expenses

FTA incurred operating expenses of $823 during the period from November 26, 2013 (date of inception) to December 31, 2013. FTA operating expenses consist primarily of other selling, general and administrative expenses.

We anticipate that FTA operating expenses will continue to increase as FTA seeks to increase the scale and range of services FTA can offer to customers.

Net Income (Loss)

As a result of the above, for the period from November 26, 2013 (date of inception) to December 31, 2013, FTA reported net loss of $823.

Liquidity and Capital Resources - FTA

At December 31, 2014, FTA had cash of $15,394, compared to $200 at December 31, 2013, and a working capital of $8,600, compared to a working capital of $200 for the prior year ended December 31, 2013. Our present capital resources are insufficient to implement our business plan. Over the next twelve months we anticipate incurring expenditures of approximately $10,000 in ongoing general and administrative expenses per month for the next twelve months, for total anticipated expenditures of approximately $120,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of employee benefit expenses, professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, travel and general office expenses. Our current cash on hand is sufficient to make our planned expenditures and to pay for our general administrative expenses over the next twelve months.

Cash Provided by Operating Activities

Net cash provided by operating activities for the year ended December 31, 2014 was $93,039, as compared to net cash used in operating activities of $823 for the period from November 26, 2013 (date of inception) to December 31, 2013. FTA’s revenue stream from the provision of internet technology services to On Assignment throughout the year was the primary reason for FTA’s positive operating cash flow.

Cash Used in Investing Activities

Net cash flows used in investing activities for the year ended December 31, 2014 was $11,219 as compared to net cash used in investing activities of $0 for the period from November 26, 2013 (date of inception) to December 31, 2013. FTA’s investment into capital expenditure for the setting up of operations was the primary reason for FTA’s negative operating cash flow.

Cash from Financing Activities

Net cash flows provided by financing activities for the year ended December 31, 2014 was $59,530, compared with $1,023 for the short year ended December 31, 2013.

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Plan of Operation

Our plan of operation for the next 12 months is to: (i) improve operations of existing sale channels; (ii) work with vendor partners to bring innovative products to customers (iii) increase our sales force to reach high and stable sales throughout the year; (iv) sign long term, distribution/services agreements with customers to secure a constant stream of revenues and actively look for target companies which we are interested in acquiring and provide funding for such acquisition for future expansion.

Results of Operations

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

During the six months ended June 30, 2015, and 2014, we had total revenues of $136,328 and $0, respectively. For the three months ended March 31, 2015, we generated top-line revenue of $58,965, all of which being attributable to Glophone's retail sales. FTA had no revenues in the first quarter of 2015. In the second quarter of 2015, we generated top-line revenue of $77,363, of which $41,725 was generated by FTA and $35,638 was generated by Glophone retail sales. General and Administrative expenses were $151,348 and $46,048 for the six months ended June 30, 2015, and 2014, respectively. We had non-cash contributed services of $0 and $20,150 with an interest expense of $782 and $2,550 for the six months ended June 30, 2015 and 2014. We had a net loss before income taxes of $240,507,251 and a net gain of $6,855 for the six months ended June 30, 2015 and 2014 respectively. The large net loss during the first quarter of 2015 is attributable to the issuance of stock in connection with our purchase of the assets of Cellular Miami Beach. Much of our operating expenses during the first quarter of 2015 related to filing and regulatory responsibilities with our state of incorporation, and with the Securities and Exchange Commission.

Liquidity and Capital Resources

We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including level of funding required to support our operation and business expansion, the performance of our business, working capital management, capital expenditures, credit facilities and short-term borrowing arrangements. Capital expenditures and working capitals are a component of our cash flow, which we can adjust in response to changes in our business environment.

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Working capital, the excess of current assets over current liabilities, was ($264,648) at June 30, 2015, an increase from ($281,873) at December 31, 2014.

Over the next twelve months, we expect to spend $324,000 on operational expenses, and $55,000 on legal, accounting and administrative expenses. Our monthly operational cash burn rate for both subsidiaries hovers at about $27,000 total. As of June 30, 2015, we had a little over $4,300 cash on hand, creating an expected cash shortfall of approximately $375,000 over the next twelve months. We expect to be able to pay for at least half of our operational expenses through revenues from sales (our gross profits, after cost of goods sold, were $80,290 for the first five months of operation, February - June). However, this still leaves a cash shortfall of approximately $217,000 over the next twelve months, if our gross profit remains steady ($162,000 to make up the difference in what we need for operational expenses, and an additional $55,000 for administrative expenses). We are counting on this offering to cover such shortfall. However, in the event our cash resources are insufficient to continue operations, we intend to raise additional capital through additional offerings and sales of equity or debt securities.

Sources of Liquidity

Funds generated by operating activities, investing activities, available cash and cash equivalents are our most significant sources of liquidity. We believe our sources of liquidity will be sufficient to sustain operations and to finance anticipated capital investments and strategic initiatives. However, in the event our liquidity is insufficient, we may be required to limit our spending. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to maintain our ability to borrow under our existing credit facilities or obtain additional financing, if necessary, on favorable terms.

Capital Expenditures

Our capital expenditures typically include investments in our stores, distribution capabilities and information technology enhancements. During the first six months of FY2015, we invested $5,094 in property and equipment, primarily related to upgrading our retail technology systems and capabilities and store-related items.

Debt

We have $25,000 principal amount of promissory notes due January 20, 2016, at 6% interest rate per annum, debt for $1,000 at 6% interest rate due February 2nd 2016, $1,200, at 6% interest rate due February 18th 2016, $400 and $1,000 at 6% interest rate, due March 9th and 20th of 2016 respectively and $1,000 and $999 at 6% interest rate due March 24th and 31st of 2016 respectively. Refer to Note 8, of the Notes to Consolidated Financial Statements of this report.

Pursuant to the acquisition of Federal Technology Agency, Inc. and more fully discussed above in “ Securities Authorized in Connection with Acquisitions ”, Roger Ng was transmitted a one (1) common stock purchase warrant to purchase up to an aggregate of 10% of the GEZC’s outstanding common stock however such execution shall not result in Mr. Ng holding of excess of 9.9% of the outstanding common shares issued. The warrant expires on December 22, 2016.

There are no other outstanding options or calls to purchase any of our authorized securities.

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Off Balance Sheet Arrangements

As of June 30, 2015, there were no off balance sheet arrangements.

Critical Accounting Policies

Use of Estimates

In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments and Derivative Financial Instruments

We have adopted the accounting guidance under ASC 820, Fair Value Measurements, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

· Level 1 – quoted market prices in active markets for identical assets or liabilities.

· Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

· Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of June 30, 2015, we did not have Level 1, 2, or 3 financial assets, nor did we have any financial liabilities outside of our derivative liabilities, which are considered Level 3 liabilities. Financial instruments consist of cash, accounts receivable, and payables. The fair value of financial instruments approximated their carrying values as of June 30, 2015.

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	216,223	$	-	$	-	$	216,223
Total liabilities measured at fair value	$	216,223	$	-	$	-	$	216,223

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Basic (Loss) per Common Share

Basic (loss) per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share are calculated by dividing our 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 stock equivalents outstanding as of June 30, 2015. 

Valuation of Long-Lived Assets

Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We use an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, we recognize an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values.

Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires us to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests.

Income Taxes

We provide for income taxes under ASC 740. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

Stock Based Compensation

We account for our stock-based compensation in accordance with ASC 718 “Share-Based Payment. We recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. We did not grant any new employee options and no options were cancelled or exercised during the period ended December 22, 2014.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. We generally use the following depreciable lives for its major classifications of property and equipment:

Assets	Estimated Useful Life
Equipment	5 Years
Furniture	5 Years
Vehicles	7 Years

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Revenue Recognition

We apply the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, we recognize revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Recent Accounting Pronouncements

We have evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on our financial position, or statements.

Going Concern

FTA’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have only recently established a pattern of profitability and positive cash flow provided by operations. Our ability to continue as a going concern is dependent on our continued operating profitability and positive cash flow generation.

Our ability to continue as a going concern is dependent upon on our ability to meet our obligations, to obtain additional financing as may be required and ultimately to attain sustained profitability. Our financial statements included elsewhere in this Form 8-K do not include any adjustments that might result from the outcome of this uncertainty.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in nor have there been any disagreements with the accountants on accounting and financial disclosure.

DIRECTORS AND EXECUTIVE OFFICERS

Information about our directors and executive officers as of June 30, 2015 is set forth as follows.

Name	Position Held	Age	Date of Appointment
Mr. Abraham Dominguez Cinta	Chief Executive Officer, Chief Financial Officer,	26	April 23, 2014
	Secretary and Director

Mr. Abraham Dominguez Cinta, Chief Executive Officer, Chief Financial Officer, Secretary Director

Mr. Cinta was appointed a Director of the Company and elected to serve as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary on April 23, 2014. Abraham Dominguez Cinta, 26, is an executive manager and investment banker with a background in various industries including logistics, food and beverage, e-commerce and e-waste. His business and finance background includes financial due diligence, structuring and negotiations for acquisitions for both private and publicly-traded companies. Currently he is the founder and an executive director at GoEz Group, in 2011, he was a Business Analyst with the Mexican Ministry of Welfare performing various credit and finance analysis and marketing campaigns. In 2008, he was Project Manager at UDLAP Consultants, overseeing federal programs where he managed 15 people in charge of delivering consultancy sessions to over 1500 people. Mr. Cinta holds a Bachelor’s degree in Business Administration from La Universidad de las Americas Puebla, St Michael’s College, as well as a Master’s degree with specialization in Investment Banking from the University of Wales.

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Meetings of Our Board of Directors

Our Board of Directors took all actions by unanimous written consent without a meeting during the years ended December 31, 2013 and 2014, and through June 30, 2015.

Director Compensation

The Company did not provide any compensation to its directors during the years ended December 31, 2013 and 2014, nor during the first two quarters of 2015, but reimbursed our directors for reasonable out-of-pocket expenses incurred. The Company may establish certain compensation plans (e.g. options, cash for attending meetings, etc.) with respect to directors in the future.

Significant Employees

Other than the directors and officers described above, we do not expect any other individuals to make a significant contribution to our business.

Involvement in Legal Proceedings

None of our directors, persons nominated to become a director, executive officers or control persons have been involved in any of the following events during the past 10 years:

· Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of bankruptcy or within two years prior to that time; or

· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); or

· Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

· Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have violated a federal or state securities or commodity law, and the judgment has not been reversed, suspended, or vacated; or

· Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or

· Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, officers and greater than 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company, with respect to the years ended December 31, 2013 and December 31, 2014, and as of June 30, 2015, all filing requirements applicable to the Company’s officers, directors and beneficial owners of more than 10% of our common stock have been complied with, except that Forms 4 for large shareholder Evotech and sole officer and director Abraham Dominguez Cinta were not filed.

Audit Committee

Our board of directors does not have an audit committee. Our board of directors does not believe that it is necessary to have an audit committee because it believes the functions of such committee can be adequately performed by our board of directors.

EXECUTIVE COMPENSATION

During the year ended December 31, 2013, we did not extend compensation of any kind to any officer or director. During that year, officers and directors contributed services totaling $40,525, which we have accounted for as contributions to capital.

During the first quarter (January – March) of 2014, we again did not extend any compensation to any officer or director. Our officers and directors contributed services totaling $12,650, which we have accounted for as contributions of capital.

Beginning with his appointment in the month of April 2014, our sole officer and director, Abraham D. Cinta, entered into a verbal agreement with the Company wherein Mr. Cinta is to receive a stipend of $3,750 per month, and no other compensation. To date, no monthly cash payments have been made to Mr. Cinta. Instead, we and Mr. Cinta agreed to convert the $33,750 owed to Mr. Cinta at the end of 2014, for nine months of unpaid services (April-December), into 67,500 shares of our common stock, at a price of $0.50 per share. We are now valuing these shares at $4 per share, such that the current worth of Mr. Cinta’s 67,500 shares is $270,000.

As of June 30, 2015, Mr. Cinta is owed $22,500 for the first six months of 2015 at the same agreed-upon rate of $3,750 per month. That amount is recorded as a liability on our balance sheet.

The following tables set forth certain summary information concerning all plan and non-plan compensation awarded to, earned by, or paid to the named executive officers and directors by any person for all services rendered in all capacities to the Company in the past two fiscal years:

Name of Executive Officer and/or Director	Position	Fiscal Years	Compensation		Bonus and Others		Securities Underlying Stock Options		Total
Abraham Dominguez Cinta	President/CEO/CFO/	2014	$	270,000	$	-	$	-	$	270,000
	Treasurer/Secretary /Director	2013	$	-	$	-	$	-	$	-

Currently the Company does not have any plan to pay compensation to executive officers and directors other than the $3,750 monthly payment to Mr. Cinta, and the Company has not set any condition under which it will make any additional plans for future compensation.

Outstanding Equity Awards at Fiscal Year-End

None

48

Stock Option and Awards Plan

On July 21, 2014, our Board of Directors adopted a stock option and incentive plan, the 2014 Stock Option and Incentive Plan (the “Incentive Plan”). On July 21, 2014, the holders of at least a majority of the issued and outstanding shares of common stock of the Company approved the Incentive Plan. Pursuant to the Incentive Plan, the Company is authorized to grant options to purchase up to 5,000,000 shares of common stock to its employees, directors and consultants. The Incentive Plan provides for awards of incentive stock options and non-qualified stock options to acquire restricted stock. Incentive stock options granted under the Equity Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Non-qualified stock options granted under the Incentive Plan are not intended to qualify as incentive stock options under the Code.

No stock options or award plans have been issued pursuant to the Incentive Plan as of June 30, 2015.

Director Compensation

We have not paid and do not pay directors compensation for their service as directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect to the beneficial ownership of the common stock as of the effective date of the Transaction by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 1,630,878 shares of common stock outstanding determined as of the effective date of the Transaction.

	Amount of Beneficial		Percentage
Name and Address of Beneficial Owner*	Ownership		of Class
Evotech Capital S.A.		1,000,000		62.2	%
PO Box 957, Offshore Incorporation Centre, Tortola BVI		Common Stock
David C. Merrell, 10018 Falcon View Drive, SANDY, UT 84092		183,400		11.4	%

Security Ownership of Management Directors and Officers

The following table sets forth the ownership interest in our common stock of all directors and officers individually and as a group as of June 30, 2015. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 1,630,878 shares of common stock outstanding determined as of the effective date of the Transaction.

	Amount of Beneficial	Percentage
Name and Address of Beneficial Owner*	Ownership	of Class
Abraham Dominguez Cinta, CEO, CFO, Secy, Director	67,500		4.2	%
Rm 1302, 796 Hongzhong Rd, Shanghai, China 201103

49

The above beneficial ownership information is based on data furnished by the specified persons and is determined in accordance with Rule 13d-3 under the Securities Exchange Act, as required for purposes of this Current Report. It is not necessarily to be construed as an admission of beneficial ownership for other purposes. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right.

As of the effective date of the Transaction, there were 111 shares of Series B Preferred Stock issued and outstanding held by three different holders. The holder of the shares of Series B Preferred Stock are not entitled to vote except as required by Delaware law. Each share of the Company’s Series B Preferred Stock is convertible, at the option of the holder, into a number of shares of the Company’s common stock equal to the price paid for the share of Series B Preferred Stock, divided by ten times the par value of the Common Stock at the time of conversion. All Series B Preferred Stock issued and that will be issued contains a limitation that such holder cannot convert any Series B Preferred Stock into shares of the Company’s common stock if, immediately after giving effect to such conversion, such holder would beneficially own in excess of 9.9% of the number of shares of the Company’s common stock outstanding.

Mr. Abraham Dominguez Cinta, the sole officer and director, holds shares of GEZC’s Series B Preferred Stock. For the foregoing reason, the table above excludes information concerning those shares of the Company’s common stock to which the outstanding shares of Series B Preferred Stock are convertible into because of the limitation (unless a waiver is provided by the holder) that such holder cannot convert any Series B Shares into shares of the Company’s common stock if, immediately after giving effect to such conversion, such holder would beneficially own in excess of 9.9% of the number of shares of the Company’s common stock outstanding as per the subscription agreement. Assuming the blocker provisions were waived, the 111 shares of Series B Preferred Stock issued and outstanding could potentially be converted into a maximum of 111,000,000 shares of the Company’s common stock, which in this circumstance would equate to beneficial ownership of 98.7% of the Company’s common stock.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS, AND DIRECTOR INDEPENDENCE

Benedict Chen and Federal Technology Agency, Inc. (“FTA”)

As disclosed above, we purchased 70% of FTA from Roger Ng. The other 30% of FTA is owned by Benedict Chen. Benedict Chen is also one of the independent contractors who FTA has contracted with to perform key tasks in the completion of clients’ projects assigned to FTA. During the fiscal year ended December 31, 2014, FTA remitted to Mr. Chen $39,379 in compensation for Mr. Chen’s services related to the performance of such work on behalf of FTA client projects.

50

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors

GO EZ Corporation

(Formerly E.R.C. Energy Recovery Corporation)

We have audited the accompanying consolidated balance sheets of GO EZ Corporation (Formerly E.R.C. Energy Recovery Corporation) as of December 31, 2014 and 2013 and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GO EZ Corporation (Formerly E.R.C. Energy Recovery Corporation) as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP

Salt Lake City, Utah

April 13, 2015

F-2

GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

CONSOLIDATED BALANCE SHEETS

	December 31, 2014			December 31, 2013
ASSETS
CURRENT ASSETS:
Cash	$	15,394		$	-
Prepaid Expense		106
Total Current Assets		15,500			-
Property and Equipment, net	$	10,474			-
Total Assets	$	25,974		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	18,800		$	140,945
Advances - related parties		1,600			103,412
Accrued interest – related parties		-			46,135
Accrued Tax		4,067			-
Derivative Liability		268,403			-
Payroll Liabilities		4,503			-
Total Current Liabilities		297,373			290,492
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $.0001 par value 100,000,000 shares authorized, 111 shares  issued and outstanding		-			-
Common stock, $.0001 par value, 800,000,000 shares authorized, 1,500,878 and 368,200 shares issued and outstanding at 2014 and 2013		151			37
Capital in excess of par value		21,316,377			388,856
Accumulated Deficit		(21,593,649	)		(679,385	)
Non-Controlling Interest		5,722			-
Total Stockholders’ Equity (Deficit)		(271,399	)		(290,492	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	$25,974		$	-

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

F-3

GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2014			2013
REVENUE	$	-		$	-
OPERATING EXPENSES:
General and administrative		74,261			33,112
Depreciation Expense		60			-
Payroll Expense		270,775			-
Non-cash contributed services		12,650			40,525
Total Operating Expenses		357,746			73,637
LOSS FROM OPERATIONS BEFORE OTHER EXPENSES		(357,746	)		(73,637	)
OTHER INCOME (EXPENSE):
Gain on Forgiveness of debt		75,971			19,826
Interest expense		(106,175	)		(10,235	)
Loss on Derivative Liability		(11,851	)		-
Loss on Acquisition		(20,517,084	)		-
Total Other Income (Expense)		(20,559,139	)		9,591
LOSS BEFORE INCOME TAXES		(20,916,885	)		(64,046	)
TAX PROVISION		-			-
NET LOSS		(20,916,885	)		(64,046	)
Less: loss applicable to non-controlling interest in Federal Technology Agency, Inc.		2,621			-
NET LOSS	$	(20,914,264	)	$	(64,046	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(20.13	)	$	(0.17	)
Weighted-Average Common Shares Outstanding - Basic and Diluted		1,038,755			368,200

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

F-4

GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	Preferred Stock				Common Stock					Capital in Excess of Par		Accumulated			Non- Controlling			Total Stockholders’
	Shares		Amount		Shares			Amount		Value		Deficit			Interest			Equity
BALANCE, DECEMBER 31, 2012		-	$	-		368,200		$	37	$	348,331	$	(615,339	)	$	-		$	(266,971	)
Contributed Services		-		-		-			-		40,525		-			-			40,525
Net loss for the year ended December 31, 2013		-		-		-			-		-		(64,046	)		-			(64,046	)
BALANCE, DECEMBER 31, 2013		-		-		368,200			37		388,856		(679,385	)		-			(290,492	)
																-
Stock issuance to Evotech Capital S.A.		-		-		1,000,000			100		900		-			-			1,000
Shares returned for cancellation		-		-		(4,822	)		-		-		-			-			-
Related party forgiveness of debt		-		-		-			-		161,522		-			-			161,522
Contributed Services		-		-		-			-		12,650		-			-			12,650
Stock issuance for compensation		-		-		67,500			7		269,993		-			-			270,000
Account for BCF on debentures issued and converted		-		-		-			-		99,726		-			-			99,726
Preferred stock issued for debt extinguishment		106		-		-			-		102,737		-			-			102,737
Shares issued to acquire Federal Technology Agency		5		-		70,000			7		20,279,993		-			-			20,280,000
Net loss – non-controlling interest at acquisition		-		-		-			-		-		-			8,343			8,343
Net loss for the year ended December 31, 2014		-		-		-			-		-		(20,914,264	)		(2,621	)		(20,916,885	)
BALANCE, DECEMBER 31, 2014		111	$	-		1,500,878		$	151	$	21,316,377	$	(21,593,649	)	$	5,722		$	(271,399	)

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

F-5

GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2014			2013
Cash Flows From Operating Activities:
Net Loss	$	(20,916,885	)	$	(64,046	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense		60			-
Loss on Acquisition		20,517,084			-
Issuance of Common Stock for Services		270,000			-
Accretion of discount on convertible notes payable		99,726			-
(Gain) Loss on Settlement of Debt		(75,971	)		(19,826	)
Related Party Contributed Services		12,650			40,525
(Gain) Loss on Derivative Valuation		11,852			-
Related Party Forgiveness of Debt		161,522			1,527
Decrease (increase) in operating assets
Pre-paid & Other Assets		(106	)		-
Increase (decrease) in operating liabilities
Accounts Payable		(116,816	)		31,585
Accrued Expenses		(171,705	)		-
Accrued Interest		-			10,235
Net cash used in operating activities		(208,589	)		-
Cash Flows From Investing Activities:
Cash Acquired in Merger with FTA		123,257			-
Net cash (used) provided by investment		123,257			-
Cash Flows from Financing Activities:
Sale of common stock		1,000			-
Proceeds from short term RP debenture		99,726			-
Net cash (used) provided by financing		100,726			-
Net decrease in Cash and Cash Equivalent		15,394			-
Cash at Beginning of Period		-			-
Cash at End of Period	$	15,394		$	-

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the year ended December 31, 2014:

During 2014 Officers and Directors contributed services totaling $12,650 which have been accounted for as a capital contribution.

The company issued 67,500 shares common stock as Abraham Cinta’s compensation, valued at $270,000.

For the year ended December 31, 2013:

During 2013 Officers and Directors contributed services totaling $40,525 which have been accounted for as a capital contribution.

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

F-6

GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization –Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. The Company changed its name to Go Ez Corporation on May 7, 2014. The Company acquired 70% of Federal Technology Agency, Inc. on December 22, 2014.

Principles of Consolidation – The consolidated financial statements for December 31, 2014 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for December 31, 2013 include the accounts of Go Ez Corporation and Federal Technology Agency, Inc., of which Go Ez Corporation owns 70%. All significant intercompany balances and transactions have been eliminated.

Development Stage - The Company discontinued its operations in 1989 and was considered to be a Development Stage Company up through December 22, 2014 when it acquired 70% of the operations of Federal Technology Agency, Inc.

Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Property and Equipment- Property and equipment are recorded at cost, less accumulated depreciation. Depreciation on property and equipment is determined using the straight-line method over the estimated useful lives of the assets which range from three to seven years. Expenditures for maintenance and repairs are expensed when incurred.

Fair Value of Financial Instruments – The Company estimates that the fair value of all financial instruments does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets because of the short-term maturity of these financial instruments.

Income Taxes -The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014 or 2013. All tax years starting with 2010 are open for examination.

Revenue Recognition –The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 605 based on the following criteria: Persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

F-7

Allowance for Doubtful Accounts- The Company establishes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to uncollectability. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The allowance for doubtful accounts at December 31, 2014 and 2013 is $700 and $-0-, respectively.

Reclassification – Certain amounts in prior-period financial statements have been reclassified for comparative purposes to conform to presentation in the current-period financial statements.

Loss Per Share - The Company computes loss per share in accordance with Accounting Standards Codification (“ASC”) Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive.

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

Recently Enacted Accounting Standards– The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. 

Recent Accounting Standards Updates (“ASU”) through ASU No. 2015-1 contains technical corrections to existing guidance or affects guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Fair Value of Financial Instruments - 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 December 31, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities.

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

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.

F-8

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 December 31, 2014:

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	268,403	$	-	$	-	$	268,403
Total liabilities measured at fair value	$	268,403	$	-	$	-	$	268,403

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. The Company has also just recently acquired a subsidiary which may provide adequate working capital in the future. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following as of December 31:

	Year Ended December 31,
	2014			2013
Furniture and Fixtures	$	11,218		$	-
Less: Accumulated Depreciation		(745	)		-
Net Property and Equipment	$	10,474		$	-

Depreciation expense on property and equipment was $60 and $0 for the years ended December 31, 2014 and 2013.

NOTE 4 – CONVERTIBLE DEBENTURES

8% Convertible Debenture– on July 1, 2014 the Company issued a convertible debenture, in the amount of $77,547, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on July 1, 2015. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $77,547 was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended September 30, 2014 was $19,387, which amount has been recorded as interest expense. During the 4th quarter the Company entered into a novation agreement and issued 81 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $80,266 was converted to preferred stock.

F-9

8% Convertible Debenture– on July 1, 2014 the Company issued a convertible debenture, in the amount of $1,000, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on July 1, 2015. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $1,000 was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended September 30, 2014 was $250, which amount has been recorded as interest expense. During the 4th quarter the Company entered into a novation agreement and issued 2 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $1,035 was converted to preferred stock.

8% Convertible Debenture– on October 1, 2014 the Company issued a convertible debenture, in the amount of $16,247, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $16,247 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 17 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $16,489 was converted to preferred stock.

8% Convertible Debenture– on October 1, 2014 the Company issued a convertible debenture, in the amount of $529, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $529 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 1 share of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $537 was converted to preferred stock.

8% Convertible Debenture– on November 17, 2014 the Company issued a convertible debenture, in the amount of $4,403, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $4,403 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 5 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $4,410 was converted to preferred stock.

NOTE 5 – SHAREHOLDERS’ EQUITY

On May 7, 2014 the Company amended its Articles of Incorporation to increase its authorized shares of common stock to 800,000,000 shares with a par value of $0.0001 per share and to increase its authorized preferred stock to 100,000,000 shares with a par value of $0.0001 per share. The change in par value has been reflected in the financial statements retroactively for all periods presented.

Stock Option and Incentive Plan- On July 21, 2014, our Board of Directors authorized and adopted a stock option and incentive plan, the 2014 Stock Option and Incentive Plan (the “Incentive Plan”). On July 21, 2014, the holders of at least a majority of the issued and outstanding shares of common stock of the Company approved the Incentive Plan. Pursuant to the Incentive Plan, the Company is authorized to grant options to purchase up to 5,000,000 shares of common stock to its employees, directors and consultants. The Incentive Plan provides for awards of incentive stock options and non-qualified stock options to acquire restricted stock. Incentive stock options granted under the Equity Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Non-qualified stock options granted under the Incentive Plan are not intended to qualify as incentive stock options under the Code.

F-10

Stock Warrants

On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A., which resulted in a change in control of the company. In connection to this transaction, the Company issued former officers and directors, David C. Merrell and Michael C. Brown, a collective three year stock warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner.

Pursuant to the acquisition of Federal Technology Agency, Inc. and the terms of the Stock Purchase Agreement of December 22, 2014 between the Company and Mr. Roger Ng, Roger Ng was transmitted warrants to purchase up to an aggregate of 10% of the GEZC’s outstanding common stock provided however that such execution shall not result in Ng holding of excess of 9.9% of the outstanding common shares issued. The warrant expires on December 22, 2016. The warrant grants Mr. Roger Ng to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of Roger Ng’s notice of exercise of the warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing.

A summary of the status of our outstanding warrants as of December 31, 2014 and December 31, 2013 and changes during the periods then ended is presented below:

	12/31/2014				12/31/2013
	Number of of Warrants		Weighted average exercise price		Number of of Warrants		Weighted average exercise price
Outstanding, beginning of the period		-	$	-		-	$	-
Granted		180,106		1.97		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding, end of the period		180,106	$	1.97		-		-
Exercisable at the end of the period		180,106	$	1.97		-		-
Weighted average fair value of options granted during the period			$	-			$	-

The following table summarizes the range of outstanding and exercisable options as of December 31, 2014:

Range of Exercise prices		Number Outstanding at December 31, 2014		Weighted average Life Remaining (years)		Exercise price		Number Exercisable at December 31, 2014		Weighted average Life Remaining (years)
$	0.20		30,018		2.31	$	0.20		30,018		2.31
$	2.32		150,088		1.98	$	2.32		150,088		1.98
			180,106						180,106

Capital Stock Designations– The Board of Directors have approved designations and rights for the Company’s capital stock as follows: 

Series A Preferred Stock – 10,000 Shares, convertible after 6-months based on a formula, dividend preference of 80% of aggregate dividends declared, voting preference of 80% of aggregate voting rights, and a liquidation preference of 90% of available assets. Series A Preferred has preference over all other classes of stock.

Series B Preferred Stock – 500,000 Shares, convertible based on a formula, no dividends, no voting rights, liquidation preference up to $1,000 per share over all other classes of stock except Series A preferred. The Company retains call option after 36 months at 115% of cash price originally paid.

Series C Preferred Stock – 100,000 Shares, convertible after 12-months based on a formula, can receive dividends up to 20% of aggregate dividends declared, no voting rights, and a liquidation preference up to $1,000 per share over all other classes of stock except Series A & B preferred. The Company retains call option after 36 months at 115% of cash price originally paid.

Series D Preferred Stock – 2,000,000 Shares, convertible after 12-months based on a formula, no dividend rights, no voting rights, and a liquidation preference up to $1,000 per share over all classes of common stock.  The Company has no call redemption rights.

Common Stock – common stockholders are entitled to 1-vote per share and can receive dividends up to 20% of the aggregate declared dividends. The Common stock has no conversion features.

Novation agreements– During December 2014 the Company entered into 5 novation agreements wherein the Company extinguished convertible debenture debt and related accrued interest through the issuance of an aggregate of 106 shares of series B preferred stock. Debentures and accrued interest in the aggregate amount of $102,737 was extinguished.

Acquisition agreement– During December 2014 the Company issued 70,000 shares of common stock, 5 shares of Series B preferred stock, and a common stock warrant to acquire Federal Technology Agency. The transaction was valued at $20,517,084.

F-11

NOTE 6 – CHANGE IN CONTROL

On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A. which resulted in a change in control of the company. 73% voting equity was acquired by Evotech Capital S.A.. The reason for the change of the control is that Company entered into a Stock Purchase Agreement with Evotech Capital S.A., a privately-held company organized under the laws of the British Virgin Islands, and the Company’s sole Directors and executive officers, David C. Merrell and Michael C. Brown (the “Evotech SPA”). Under the Evotech SPA, Evotech acquired 1,000,000 shares of common stock in exchange for $1,000 cash. In exchange for certain non-cash considerations, including agreeing to a lock-up of their shares and indemnifying Evotech, Messrs. Merrell and Brown are (i) guaranteed that their collective holdings will not be decreased to less than 4.99% of the Company’s outstanding common stock until the earlier of when (a) the average daily trading volume of the Company’s common stock over any 30 day trading period reaches $80,000 calculated by multiplying the daily volume by the closing last trade share price for that trading day; or (b) the aggregate revenues of the Company, beginning on the date of the Evotech SPA or April 22, 2014, reach $25 million, and any such revenues have been reported in the Company’s periodic reports filed with the SEC (“the “Market Maturity” date); and they will (ii) also receive a collective three year warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner. Evotech also provided the Company an additional $49,000 in the form of a demand loan for compromise and payment of all outstanding liabilities of the Company.

As a result of the above arrangement, Evotech Capital S.A. is now the largest shareholder of the Company with more than 50% of the shares outstanding. Consequently control of the Company has also been transferred to Evotech Capital S.A. upon execution of the Evotech SPA. In connection with the change in control, the former officers and directors resigned and Mr. Abraham Dominguez Cinta was appointed as the sole officer and sole Director of the company.

On May 7, 2014 the company changed its name to GO EZ Corporation. 

NOTE 7 -  RELATED PARTY TRANSACTIONS

Management Compensation - During the years ended December 31, 2014 and 2013, the Company paid compensation to its officers and Directors, in the form of common stocks, totaling 67,500 shares, valued at $270,000.  During 2014 and 2013, officers and Directors contributed services totaling $12,650 and $40,525 which have been accounted for as a contribution to capital.

Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company.

Advances from Related Party - Shareholders of the Company or entities related to the shareholders have paid expenses on behalf of the Company. For the years ended December 31, 2014 and 2013 these payments amounted to $99,726 and $1,527. The Company has accounted for any such payments as advances payable to the related parties. At December 31, 2014 and 2013 a balance of $1,600 and $103,412 is owed the related parties.

Accrued Interest - The Company has imputed interest at 8% per annum on balances owing to related parties. At December 31, 2014 and 2013 the balance payable was $0 and $46,135 respectively. 

NOTE 8 - LOSS PER SHARE

The following data show the amounts used in computing loss per share for the periods presented:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Loss available to common shareholders (numerator)	$	(20,914,263	)	$	(64,046	)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		1,038,755			368,200
Loss per share	$	(20.13	)	$	(0.17	)

Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

F-12

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Contingencies - The Company had previously been inactive for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid no amount has been accrued in these financial statements for any such contingencies.

NOTE 10 – OTHER INCOME (EXPENSE)

In connection with a change of control during April 2014, the company entered into several agreements to settle amounts owed on outstanding accounts payable resulting in a gain on forgiveness of debt totaling $75,971. 

In connection with an unsuccessful business acquisition, during the nine months ended June 30, 2013 the company recorded a gain on forgiveness of debt in the amount of $19,826.

NOTE 11 - INCOME TAXES

The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties.The Company had no accruals for interest and penalties at December 31, 2014, and 2013.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31, 2014, and 2013:

	2014			2013
Deferred tax assets
NOL Carryover	$	17,100		$	85,985
Related Party Accruals		600			14,001
Deferred tax liabilities
Depreciation		(300	)		-
Valuation allowance		(17,400	)		(99,986	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from operations for the years ended December 31, 2014 and 2013 due to the following:

	2014			2013
Book Income	$	(8,157,500	)	$	(26,199	)
Related Party Accruals		(17,400	)		-
Contributed Services		15,805			11,602
Other Nondeductible Expenses		8,157,927			-
State Taxes		(200	)		-
Valuation allowance		1,368			14,597
	$	-		$	-

F-13

At December 31, 2014, the Company had net operating loss carryforwards of approximately $44,000 that may be offset against future taxable income from the year 2015 through 2034. No tax benefit has been reported in the December 31, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

NOTE 12 – BUSINESS ACQUISITIONS

Federal Technology Agency

On December 22, 2014, the Company entered into a Stock Purchase Agreement with Roger Ng, majority shareholder of FTA and completed its acquisition of FTA through its purchase of 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA (the “Transaction”). As a result of the Transaction, FTA became a majority owned subsidiary of the Company. The entry into the Stock Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on December 19, 2014.

The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2014 as if acquisition of FTA had occurred on January 1, 2014.

The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2013 as if acquisition of FTA had occurred on January 1, 2013.

Go Ez Corporation and Subsidiary

Pro Forma Condensed Combined Statements of Operations

For the Twelve Months Ended December 31, 2014

(Unaudited)

	Historical Statements
				Federal						Pro Forma
	Go Ez			Technology			Pro Forma			Condensed
	Corporation			Agency, Inc.			Adjustments			Combined
Services revenue	$	-		$	218,550		$	-		$	218,550
Operating expenses		349,010			234,452			-			583,462
Loss from Operations		(349,010	)		(15,902	)		-			(364,912	)
Other income (expense)		(30,204	)		-			(20,528,935	)		(20,559,139	)
Net loss	$	(379,214	)	$	(15,902	)	$	(20,528,935	)	$	(20,924,051	)

F-14

Go Ez Corporation (formerly E.R.C Energy Recovery Corporation) and Subsidiary

Pro Forma Condensed Combined Statements of Operations

For the Twelve Months Ended December 31, 2013

(Unaudited)

	Historical Statements
				Federal					Pro Forma
	Go Ez			Technology			Pro Forma		Condensed
	Corporation			Agency, Inc.			Adjustments		Combined
Services revenue	$	-		$	-		$	-	$	-
Operating expenses		73,637			823			-		74,460
Loss from Operations		(73,637	)		(823	)		-		(74,460	)
Other income (expense)		9,591			-			-		9,591
Net loss	$	(64,046	)	$	(823	)	$	-	$	(64,869	)

In accordance with terms of the FTA Stock Purchase Agreement, the purchase price paid by the Company at closing for 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA consisted of $280,000 worth of restricted common shares of the Company, $20,000,000 worth of the Company’s Series B Preferred Stock and a common stock purchase warrant to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of FTA’s notice of exercise of the Warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing and such exercise shall not result in the Seller possessing in excess of 9.9% of the outstanding common shares issued. Because of the variable exercise price of the warrant, this resulted in a derivative liability of $256,551.15 valued on December 22, 2014 using a Black Scholes valuation model. This amount is included in Derivative Liability in the accompanying Balance Sheet. The Company’s restricted common shares and Series B Preferred Stock issued in this acquisition were valued at their fair value. As there is no active market for either the Company’s Series B preferred stock or the Company’s common stock, the issuance has been reflected as an investment in subsidiary of a total amount equal to 70% of the $27,810 stockholders’ equity of FTA as of December 22, 2014, or $19,467. The remaining 30% of the $27,810 stockholders’ equity of FTA at December 31, 2014, or $8,343, has been included in “non-controlling interest”. We incurred a loss on the acquisition of FTA, totaling $20,517,084, due to the Company not recognizing any goodwill.

In connection with the FTA Transaction, Mr. Carlos López resigned as the Chief Executive officer, Secretary and Director of FTA, and the following person were appointed to serve as executive officer and director of FTA:

● Abraham Dominguez Cinta was appointed to fill the position of FTA’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and President and to serve as a member of FTA’s Board of Directors;

Mr. Carlos López was retained as a consultant of FTA in accordance with the terms of the Consulting Agreement executed between the parties on December 22, 2014.

Neither management of the Company nor FTA or Mr. Carlos López had any prior relationships with each other.

F-15

NOTE 13 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows:

Acquisition of Cellular of Miami Beach, Inc.

On January 20, 2015, FTA entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of the Seller and completed its acquisition of the Seller through its issuance of sixty shares of the Company’s Preferred Series B stocks, and twenty-five thousand dollars’ worth of ($25,000) Promissory Note. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this Transaction. The entry into the Asset Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on January 19, 2015.

In accordance with the terms of the Agreement, the Seller shall validly and effectively grant, sell, convey, assign, transfer and deliver to FTA, upon and subject to the terms and conditions of this Agreement, all of the Seller’s right, title and interest in and to (i) the business as a going concern, and (ii) certain of the Seller’s assets set forth in the Agreement, properties and rights constituting the business or used in the business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof. 

Security Registration

On February 12, 2015, we filed a Form S-1 Registration Statement with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement on Form S-1 registered an aggregate of 1,387,500 shares. This registration is not yet effective.

Incorporation Of Subsidiary

On February 2, 2015, we incorporated a wholly-owned subsidiary with name of Glophone International in the State of Florida, USA. Mr. Abraham Dominguez Cinta is appointed as the Director and President of the Subsidiary. Mr. Eduardo Paz is appointed as the Secretary of the Subsidiary.

Operating Lease Agreement

On March 2, 2015, Glophone International entered an operating lease agreement with Galio LLC. Galio is in the business of mobile retail and wholesale. Galio shall become an operating unit of Glophone International.

F-16

GO EZ CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	June 30, 2015			December 31, 2014
	(unaudited)			(Audited)
CURRENT ASSETS:
Cash	$	4,328		$	15,394
Accounts receivables		41,275			-
Other receivable, net		2,763			-
Inventory		22,830			-
Prepaid expense		73,930			106
Total Current Assets		145,126			15,500
Property and equipment, net		14,158			10,474
Total Assets	$	159,284		$	25,974
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	66,987		$	18,800
Advances from related party		19,672			1,600
Accrued expenses		27,486			-
Derivative liability		216,223			268,403
Payroll liabilities		-			4,503
Accrued tax		-			4,067
Note payable-related party		72,807			-
Debt – related party		6,599			-
Total Current Liabilities		409,774			297,373
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $.0001 par value 100,000,000 shares authorized, 171 shares issued and outstanding		-			-
Common stock, $.0001 par value, 800,000,000 shares authorized, 1,630,080 and 1,368,200 shares issued and outstanding at 2015 and 2014, respectively		163			151
Capital in excess of par value		261,844,527			21,316,377
Accumulated deficit		(262,108,838	)		(21,593,649	)
Non-controlling interest		13,658			5,722
Total Stockholders’ Equity (Deficit)		(250,490	)		(271,399	)
Total Liabilities and Stockholders' Equity (Deficit)	$	159,284		$	25,974

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

F-17

GO EZ CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
REVENUES	$	77,363		$	-		$	136,328		$	-
Cost of goods sold		24,284			-			56,038			-
GROSS PROFIT		53,079			-			80,290			-
EXPENSES
General & administrative		81,159			45,909			151,348			46,048
Depreciation expenses		763			-			1,411			-
Bank service charge		148			368			283			368
Compensation expense		458,250			-			477,000			-
Payroll expenses		-			-			239			-
Non-cash contributed services		-			7,500			-			20,150
Total Expenses		540,320			53,777			630,281			66,566
LOSS BEFORE OTHER INCOME (EXPENSE)		(487,241	)		(53,777	)		(549,992	)		(66,566	)
OTHER INCOME (EXPENSE):
Gain on derivative liability		42,742			-			52,180			-
Gain of forgiveness of debt		-			75,971			-			75,971
Loss on acquisition		-			-			(240,007,725	)		-
Interest expense		(472	)		-			(782	)		(2,550	)
Finance charge		1,364			-			(153	)		-
Other income		-			-			21			-
Total Other Income (Expense)		43,634			75,971			(239,956,459	)		73,421
LOSS BEFORE INCOME TAXES		(443,607	)		22,561			(240,506,451	)		-
TAX EXPENSE		(800	)		-			(800	)		-
NET LOSS	$	(444,407	)	$	22,561		$	(240,507,251	)	$	6,855
Gain applicable to non-controlling interest in Federal Technology Agency, Inc.		(11,369	)		-			(7,936	)		-
NET INCOME (LOSS)	$	(455,776	)	$	22,561		$	(240,515,187	)	$	6,855
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.29	)	$	.02		$	(155.78	)	$	.01
Weighted-Average Common Shares Outstanding, -Basic and Diluted		1,586,592			1,049,519			1,543,972			710,741

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

F-18

GO EZ CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Six Months Ended June 30,
	2015			2014
Cash Flows From Operating Activities:
Net Loss	$	(240,507,251	)	$	6,855
Adjustments to reconcile net loss to net cash:
Depreciation expense		1,411			-
(Gain) Loss on asset acquisition		240,007,725			-
Issuance of common stock for services		447,000			-
Related party contributed services		7,500			-
(Gain) Loss on derivative valuation		(52,180	)		-
Related party contributed liabilities		662			-
Non-cash contributed services		-			20,150
Non-cash expenses – capital contribution		-			8,537
Non-cash forgiveness of debt		-			(75,971	)
Decrease (increase) in operating assets
Accounts receivable		(38,966	)		-
Other receivables		(2,763	)		-
Inventory		(9,998	)		-
Pre-paid & other assets		(824	)		-
Increase (decrease) in operating liabilities
Accounts payable		48,182			(40,301	)
Account payables - related party		-			77,180
Accrued interest - related party		-			2,550
Accrued expenses		17,318			-
Related party payables		19,672			-
Advanced debt		6,599			-
Net Cash (Used) by Operating Activities		(55,913	)		(1,000	)
Cash Flows From Investing Activities:
Purchase of fixed assets		(5,049	)		-
Cash acquired in CMB asset acquisition		2,134			-
Net Cash (Used) by Investing Activities		(2,960	)		-
Cash Flows from Financing Activities:
Proceeds from short term debenture – related party		47,807			-
Issuance of common stock for cash		-			1,000
Net Cash Provided by Financing Activities		47,807			1,000
Net Increase (Decrease) in Cash		(11,066	)		-
Cash at Beginning of Period		15,394			-
Cash at End of Period	$	4,328		$	-
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplemental Disclosures of Non-Cash Transactions
Common stock issued for prepaid services	$	73,000		$	-
Contributed payments on behalf of company	$	-		$	152,097

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

F-19

GO EZ CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Summary Of Significant Accounting Policies

Organization – Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. Currently, the Company provides technology devices, accessories and internet services in the United States of America. The products are sold through online and offline retailors, wholesale distributors. Internet technology services include full unit testing, framework design, development, implementation, and testing to internet services companies. The Company has wholly-owned subsidiaries in Miami, Florida, USA. The Company changed its name to Go Ez Corporation on May 7, 2014.

Condensed Consolidated Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinionof management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2015 and 2014 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2014 audited financial statements. The results of operations for the three months ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

Principles of Consolidation - The consolidated financial statements for June 30, 2015 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for June 30, 2015 include the accounts of Go Ez Corporation, Federal Technology Agency, Inc.(“FTA”), of which Go Ez Corporation owns 70%, and Glophone International Inc., a wholly-owned subsidiary of Go Ez Corporation. All significant intercompany balances and transactions have been eliminated.

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

Reclassification - The financial statements for periods prior to June 30, 2015 have been reclassified to conform to the headings and classifications used in the June 30, 2015 financial statements.

NOTE 2 – Going Concern 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and currently has no on-going operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

F-20

NOTE 3 – Cash and Cash Equivalents 

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. As of June 30, 2015 and December 31, 2014, the Company has recorded cash of $4,328 and $15,394, respectively.

NOTE 4 – Receivables

Receivables consist principally of amounts due from customer credit card transactions. We had $41,275 and $0 receivables as of June 30, 2015 and December 31, 2014.

NOTE 5 – Merchandise Inventories

Merchandise inventories are recorded using first-in-first-out. In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories to our retail stores are expensed as incurred and included in cost of goods sold.

Our inventory valuation reflects adjustments for anticipated physical inventory losses (e.g., theft) that have occurred since the last physical inventory. Physical inventory counts are taken on a regular basis to ensure that the inventory reported in our consolidated financial statements is properly stated. The Company had $22,830 worth of merchandise inventories as of June 30, 2015.

NOTE 6 – Furniture And Equipment

Property and equipment are recorded at cost. We compute depreciation using the straight-line method over the estimated useful lives of the assets. 

Furniture and equipment consists of the following as of June 30, 2015 and December 31, 2014: 

	2015			2014
Furniture and Equipment	$	16,369		$	11,218
Less: Accumulated Depreciation		(2,211	)		(745	)
Net Property and Equipment	$	14,157		$	10,474

NOTE 7 – Liabilities 

Accounts payables primarily consists of payables to customers who purchase phone top-up minutes from us. We usually pay off within one or two days of the transactions. 

Accrued expenses primarily consist of accrued compensation to Company officer/director. 

F-21

NOTE 8 – Notes and Debt 

On January 20, 2015, the Company entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of FTA and completed its acquisition of FTA through its issuance of sixty shares of the Company’s Preferred Series B stock, and a twenty-five thousand dollar ($25,000) Promissory Note. Said Promissory Note carries 0% interest and matures one year from the date of the closing of this Transaction.

FTA issued a series debt to Company officers/directors for their cash contributions to the Company. On February 2, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Roger Ng for cash advances. On February 18, 2015, FTA issued debt with principle amount of $1,200, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 9, 2015, FTA issued debt with principle amount of $400, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 20, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances.

On March 24, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 31, 2015, FTA issued debt with principle amount of $999, at 6% interest rate, maturing in one year to Abraham Cinta for cash advances.

On June 24, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances

NOTE 9 – Revenue Recognition

The Company generates revenue principally from the sale of electronic products accessories, including mobile phones, selfie-sticks and smart watches and providing of internet services. The Company sells its products through retail, wholesale and online store. We recognize revenue when the sales price is fixed or determinable, collection is reasonably assured and the customer takes possession of the merchandise, or in the case of services, the service has been provided. Revenue is recognized for store sales when the customer receives and pays for the merchandise. For online sales, we defer revenue and the related product costs for shipments that are in-transit to the customer and recognize revenue at the time the customer receives the product. Online customers typically receive goods within a few days of shipment. Revenue from merchandise sales and services is reported net of sales returns. We recognized revenue of $136,328 and $0 during the six month period ended June 30, 2015 and 2014, respectively. 

NOTE 10 – Cost of Goods Sold 

Cost of goods sold consists primarily of costs related to products sold to customers. It includes manufacturing costs and shipping costs. Cost of goods sold for the six month period ended June 30, 2015 and 2014 is $56,038 and $0, respectively.

NOTE 11 – General and Administrative Expenses  

General and administrative expenses consist of sales related cost, which include postage and delivery, as well as the costs of professional services, office supplies and other administrative expenses. We expect our general and administrative expense to increase in absolute dollars due to the anticipated growth of our business and related infrastructure as well as accounting, insurance, investor relations and other costs related to being a public company. The Company recorded $152,687 and $46,048 general and administrative expenses for the six month period ended June 30, 2015 and 2014, respectively.

F-22

NOTE 12 – Fair Value of Financial Instruments  

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, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities. 

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. 

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, 2015: 

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	216,223	$	-	$	-	$	216,223
Total liabilities measured at fair value	$	216,223	$	-	$	-	$	216,223

F-23

For purpose of determining the fair market value of the derivative liability for the warrants, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: 

Risk free interest rate		0.46	%
Stock volatility factor		37.06	%
Months to Maturity	18 Months
Expected dividend yield	None

 

b. For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, a reconciliation from the opening balances to the closing balances, disclosing separately changes during the period attributable to the following: Total gains or losses for the period recognized in earnings, and the line item(s) in the income statement in which those gains or losses are recognized.: 

Beginning balance as of January 1, 2014	$	268,403
Fair value of derivative liabilities issued		-
Net Loss/Gain on change in derivative liability		(52,180	)
Ending balance as of June 30, 2015	$	216,223

NOTE 13 – Related Party Transactions 

Management Compensation – During the periods ended June 30, 2015 and 2014, the Company did not pay any compensation to its officers and directors. We had accrued compensation of $22,500 at June 30, 2015. 

Office Space– The Company has not had a need to rent office space. we are currently using our retail stores as our offices and as a mailing address for the Company.  

Advances from Related Party –Shareholders of the Company or entities related to them have paid expenses on behalf of the Company. Forthe six month periods ended June 30, 2015 these payments amounted to $72,478,947. The Company has accounted for any such payments as advances payable to related party. At June 30, 2015 and December 31, 2014 a balance of $99,077 and $1,600, respectively, owed to the related parties.

NOTE 14 – Loss per Share

The following data show the amounts used in computing loss per share for the periods presented: 

	For the Three Months Ended June 30, 2015			For the Three Months Ended June 30, 2014		For the Six Months Ended June 30, 2015			For the Six Months Ended June 30, 2014
Loss available to common shareholders (numerator)	$	(455,776	)	$	22,561	$	(240,515,187	)	$	6,855
Weighted average number of common shares outstanding used in loss per share for the period (denominator)		1,586,592			1,049,519		1,543,972			710,741
LOSS PER COMMON SHARE	$	(0.29	)	$	0.02	$	(155.78	)	$	(0.01	)

Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

F-24

NOTE 15 – Commitments and Contingencies  

Contingencies -The Company has not been active for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid; no amount has been accrued in these financial statements for any such contingencies.

NOTE 16 – Capital Stock 

Amendment of Security Registration 

On April 22, 2015, we filed an amendment to Form S-1 Registration Statement, previously filed on February 12, 2015. This Amendment is not effective yet.

Securities Registered for Issuance Under Equity Compensation Plans

On April 23, 2015, we filed Form S-8 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registered 200,000 shares of Common Stock, par value $0.0001 per share, to be issued under the Go Ez Corporation 2015 Equity Incentive Plan. Proposed maximum offering price per share is at $4.00. This registration is effective immediately.

Capital Stock Designations – The Board of Directors have approved designations and rights for the Company’s capital stock as follows:  

Series E Preferred Stock – 10,000 Shares, convertible after thirty days based on a formula, no dividend rights, no voting rights, no liquidation preference. Company has no call redemption rights.  

NOTE 17 – Other Income (Expense)  

We incurred a loss on asset purchase of Cellular Miami Beach of $240,007,725 for June 30, 2015. This is a result of 60 preferred shares and $25,000 note payable issued and payable to the seller. the preferred shares have no fair value, but are convertible into common stock at a ratio of 1 preferred share to 1,000,000 common shares. At the stock price of $4.00 at the time of the acquisition, this represents a total of $240,025,000. As $17,275 in assets were acquired, this resulted in the $240,007,725 loss.

NOTE 18 – Subsidiary 

Acquisition of Cellular of Miami Beach, Inc.  

On January 20, 2015, FTA entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of the Seller and completed its acquisition of the Seller through its issuance of sixty shares of the Company’s Preferred Series B stocks, and twenty-five thousand dollars’ worth of ($25,000) Promissory Note. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this Transaction. The entry into the Asset Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on January 19, 2015.  

F-25

In accordance with the terms of the Agreement, the Seller shall validly and effectively grant, sell, convey, assign, transfer and deliver to FTA, upon and subject to the terms and conditions of this Agreement, all of the Seller’s right, title and interest in and to (i) the business as a going concern, and (ii) certain of the Seller’s assets set forth in the Agreement, properties and rights constituting the business or used in the business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof.  

Incorporation Of Subsidiary 

On February 2, 2015, we incorporated a wholly-owned subsidiary with name of Glophone International in the State of Florida, USA. Mr. Abraham Dominguez Cinta is appointed as the Director and President of the Subsidiary. Mr. Eduardo Paz is appointed as the Secretary of the Subsidiary.

NOTE 19 – Subsequent Events 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows: 

Loan from Related Party – on July 30, 2015 the Company received a loan, in the amount of $22,000 from a related entity in consideration for expenses and advances made on behalf of the Company. The loan provides for interest at 6% per year and is due on July 30, 2016.

F-26

INTERESTS OF NAMED EXPERTS AND COUNSEL

The Company’s certified public accountant, HJ Associates & Consultants, LLP (“HJ Associates”), an independent registered public accounting firm provided audited financials for the Company for the years ended December 31, 2014 and 2013. The date of the report for these audited financials is April 13, 2015. HJ Associates, whose report is contained herein, was paid in cash for services rendered. Therefore the firm has no direct or indirect interest in us. HJ Associates report was given based on their authority as experts in accounting and auditing

Lorin A. Rosen, Esq. is counsel for our Company and has given an opinion on the validity of the securities being registered, the opinion appears elsewhere in this Registration Statement. Ms. Rosen has no direct or indirect interest in the Company.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses, all of which will be borne by us, in connection with the sale and distribution of the securities being offered. All amounts shown are estimates except for the SEC registration fee.

SEC registration fee	$	180.11
OTCQB fee	$	†
Legal fees and expenses	$	15,000.00
Accounting fees and expenses	$	5,000.00
Printing expenses	$	†
Miscellaneous	$	†
Total	$	20,000.11

______________

† Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses that Go Ez anticipates it will incur in connection with the offering of securities under this Registration Statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

51

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as us, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

Our Amended and Restated Certification of Incorporation and Bylaws (see Article IX of our Certificate of Incorporation and Article VIII of our Bylaws) provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the Delaware General Corporation Law, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any shareholders’ or directors’ resolution or by contract. In addition, we may adopt director and executive officer indemnification agreements with each of our executive officers and directors which will provide, among other things, for the indemnification to the fullest extent permitted or required by Delaware law, provided that such indemnitee shall not be entitled to indemnification in connection with any claim initiated by the indemnitee against us or our directors or officers unless we join or consent to the initiation of such claim, or the purchase and sale of securities by the indemnitee in violation of Section 16(b) of the Exchange Act.

Any repeal or modification of these provisions approved by our shareholders shall be prospective only, and shall not adversely affect any limitation on the liability of our directors or officers existing as of the time of such repeal or modification.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the Delaware General Corporation Law would permit indemnification.

The Company has been advised that in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore, unenforceable.

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Item 15. Recent Sales of Unregistered Securities.

Go Ez Corporation has sold shares of its common stock and preferred stock as follows:  

In connection with the Company’s acquisition of 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA and pursuant to the Stock Purchase Agreement executed on December 22, 2014 between the Company and Mr. Roger Ng, the Company paid $20,000,000 worth of the Company’s Series B Preferred Stock, plus $280,000 worth of restricted common shares of the Company for 7,000 shares of FTA representing seventy (70%) percent of the total issued and outstanding shares of FTA at closing in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act.

On December 8, 2014, the Company entered into five (5) separate Novation Agreements with debt holders that allowed the Company to extinguish the debt owed to these debt holders and to instead issue shares of the Company’s Preferred Series B stock. Under the terms of the Novation Agreements, the Company and debt holders agreed to extinguish the amount due and owing under five (5) Convertible Debentures and to relinquish any claims under the original terms of the Convertible Debentures and replace the amount owed to the debt holders by the Company with the issuances of shares of Preferred Series B stock.

The first Novation Agreement between the Company and Mr. Abraham Dominguez Cinta dated December 8, 2014 relates to a loan of $4,403.00 made by Mr. Cinta to the Company on November 17, 2014 and Convertible Debenture dated December 1, 2014, as amended December 8, 2014. The Novation Agreement replaces the total amount owed as of December 31, 2014 of $4,410 with the issuance of five (5) shares of Preferred Series B stock to Mr. Cinta pursuant to a Subscription Agreement between the parties of December 8, 2014.

The second Novation Agreement between the Company and Mr. Cinta dated December 8, 2014 relates to a loan of $1,000.00 made by Mr. Cinta to the Company on June 30, 2014 and Convertible Debenture dated July 1, 2014, as amended December 8, 2014. The Novation Agreement replaces the total amount owed as of November 30, 2014 of $1,035.00 with the issuance of two (2) shares of Preferred Series B stock to Mr. Cinta pursuant to a Subscription Agreement between the parties of December 8, 2014.

The third Novation Agreement between the Company and Mr. Cinta dated December 8, 2014 relates to a loan of $529.00 made by Mr. Cinta to the Company on September 30, 2014 and Convertible Debenture dated October 1, 2014, as amended December 8, 2014. The Novation Agreement replaces the total amount owed as of November 30, 2014 of $537.00 with the issuance of one (1) share of Preferred Series B stock to Mr. Cinta pursuant to a Subscription Agreement between the parties of December 8, 2014.

The fourth Novation Agreement is between the Company and Profit Seeker Capital Management Corporation (“PSCM”) dated December 8, 2014 and relates to a loan of $77,547 made by PSCM to the Company on June 30, 2014 and Convertible Debenture dated July 1, 2014, as amended December 8, 2014. The Novation Agreement replaces the total amount owed as of November 30, 2014 of $80,266 with the issuance of eighty-one (81) shares of Preferred Series B stock to PSCM pursuant to a Subscription Agreement between the parties of December 8, 2014.

The fifth Novation Agreement between the Company and PSCM dated December 8, 2014 relates to a loan of $16,247 made by PSCM to the Company on September 30, 2014 and Convertible Debenture dated October 1, 2014 as amended December 8, 2014. The Novation Agreement replaces the total amount owed as of November 30, 2014 of $16,489 with the issuance of seventeen (17) shares of Preferred Series B stock to PSCM pursuant to a Subscription Agreement between the parties of December 8, 2014.

On April 22, 2014, the Company entered into a Stock Purchase Agreement with Evotech Capital S.A., a privately-held company organized under the laws of the British Virgin Islands, and David C. Merrell and Michael C. Brown, which was closed on April 30, 2014. Mr. Merrell was our principal shareholder, owning approximately 50% of the Company’s pre-Evotech SPA outstanding voting securities; and Mr. Brown owns approximately 4.5% of the Company’s pre-Evotech SPA outstanding voting securities. Under the Evotech SPA, Evotech acquired 1,000,000 shares of our common stock.

All of these transactions involved “accredited investors” or “sophisticated investors” and all such shares were sold in reliance on Section 4(a)(2) of the Securities Act, or Regulation S of the Commission regarding sales to any non-U.S. Person.

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Item 16. Exhibits and Financial Statement Schedules.

No.	Description
3.1	Articles of Incorporation
3.2	Articles of Amendment to the Articles of Incorporation
3.3	Bylaws
4.1	Specimen stock certificate
4.2	Certificate of Designations for All Series of Preferred Stock
5.1	Opinion of Lorin A. Rosen, Esq.
10.1	The Stock Purchase Agreement, dated December 22, 2014 by and among Go Ez Corporation, on the one hand, and Roger Ng, on the other hand.
10.2	Asset Purchase Agreement dated January 20, 2014 between FTA and Cellular of Miami Beach, Inc.
10.3	Stock Purchase Agreement dated April 22, 2014 between Evotech Capital S.A. and E.R.C. Energy Recovery Corporation.
10.4	Contracting Agreement, dated March 1, 2014 by and among Go Ez Corporation and Mr. Abraham Dominguez Cinta.
14.1	Code of Business Conduct and Ethics
23.1	Consent of HJ Associates & Consultants, LLP
23.2	Consent of Lorin A. Rosen, Esq. (included in the opinion filed as Exhibit 5.1)

54

Item 17. Undertakings.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

C. The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami Beach, Florida, on October 22 , 2015.

GO EZ CORPORATION
By:	/s/ Abraham Dominguez Cinta
	Abraham Dominguez Cinta
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Abraham Dominguez Cinta, as his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Go Ez Corporation, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date
/s/ Abraham Dominguez Cinta	President and Chief Executive Officer,	October 22, 2015
Abraham Dominguez Cinta	Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

56

EX-3.1 2 gezc_ex31.htm ARTICLES OF INCORPORATION

EXHIBIT 3.1

Delaware

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "E. R. C. ENERGY RECOVERY CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF APRIL, A.D. 1979, AT 12 O'CLOCK P. M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "ENERGY RECOVERY CORPORATION" TO "E.R.C. ENERGY RECOVERY CORPORATION", FILED THE THIRTY-FIRST DAY OF AUGUST, A.D. 1979, AT 3:30 O'CLOCK P.M.

CERTIFICATE OF RENEWAL, FILED THE FOURTH DAY OF JUNE, A.D. 1982, AT 9 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE SIXTEENTH DAY OF JUNE, A.D. 1982, AT 9 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-EIGHTH DAY OF JUNE, A.D. 1983, AT 9 O'CLOCK A.M.

CERTIFICATE OF RENEWAL, FILED THE THIRD DAY OF OCTOBER, A.D. 1996, AT 9 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE EIGHTEENTH DAY OF JULY, A.D. 1997, AT O'CLOCK A.M.

		Harriet Smith Windsor, Secretary of State
0871103 8100H		AUTHENTICATION: 4635659
060250885		DATE: 03-31-06

1

Delaware

The First State

 A.D. 1997, AT 9 O'CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SECOND DAY OF SEPTEMBER, A.D. 1997, AT 9 O'CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, "E.R.C. ENERGY RECOVERY CORPORATION".

		Harriet Smith Windsor, Secretary of State
0871103 8100H		AUTHENTICATION: 4635659
060250885		DATE: 03-31-06

2

Stock

CERTIFICATE CF INCORPORATION

OF

ENERGY RECOVERY CORPORATION                                                                         

FIRST, - The name of this Corporation is ENERGY RECOVERY CORPORATION

SECOND, - Its registered office in the State of Delaware is to be located at 410 South State St., in th City of Dover County of KENT.

The Registered Agent in charge thereof  is Incorporating Services, Ltd. at 410 South State Street, Dever, Kent County De, 19901.

THIRD, - The nature of the business and, the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all the things herein mentioned, as fuly and to the extent as natural persons might or could do, and in any part of the world, viz:

"The purpose of the corporation is to engage in any lawful act or activity tor which corporations may be organized under the General Corporation Law of Delaware."

3

FOURTH. - The amount of the total authorized capital stock of this corporation is ONE HUNDRED THOUSAND Dollars ($100,000) divided into Ten Million Common shares, of One Penny Par Value Dollars ($0.01) each.

FIFTH. - The names and mailing addresses of each of the incorporator or incbrpr tors are as follows:

Name: MAILING ADDRESSES:

SIXTH. - The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to he aserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to the inspection of tile stockholders and no stockholder shall have any right of inspecting any account, or book, or document of this corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors Shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution, the stockholders or directors, except. as otherwise required by the laws of Delaware.

4

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be nowise li Halted or restricted by reference to or inference from the terms of any other issue, or paragraph in this Certificate of Incorporation, but that the objects, purposes and power specified in the third paragraph and in such of the clauses or paragraphs of this Charter shall be regarded as independent objects, purposes and powers.

We, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of Delaware, do wake, file and record this Certificate, and do certify that the facts herein stated are true; and we have accordingly hereunto set our respective hands.

DATED as  April 19, 1979.

Document 20-05/78/01/10

11/30/77

5

CERTIFICATE OF OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

****

Energy Recovery Corporation, a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware.

DOES HERBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Energy Recovery Corporation on August 30, 1979, resoulution were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said  corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consitration thereof. The resolution setting foren the proposed amendment is as follows.

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended said Article shall be and read as follows:

First The Name of the Corporation shall be "E.R.C. Energy Recovery Corporation".

SECOND: That thereafter, pousuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly call and held. upon notice in accorde: with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required by status were voted in favor of the amendment.

THIRD: that said amendment was duly adopted in coordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Energy Recovery Corporation has caused its corporate seal to be hereunto affixed and this certificate to be signed by V. Bernard Ziccardi, its President, and Lynn S. Cortese, its Secretary, this 30th day of August 1979.

By:
	President
By:
	Secretary

Document 20-05/78/03/03

6

CERTIFICATE

FOR RENEWAL AND REVIVAL OF CHARTER

E.R.C. Energy Recovery Corporation, a corporation organized under the laws of Delaware, the certificate of incorporation of which was filed in the office of the Secretary of State on the 19th day of April 1979, and recorded in the office of the Recorder of Deeds for KENT, County, the charter of which was voided for nonpayment of terms, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1. The name of this corporation is E.R.C. Energy Recovery Corporation

2. Its registered office in the State of Delaware is located at 410 South State Street, City of Dover Zip Code 19901, County of KENT its name and address of its registered agent is Incorporating Services Ltd., 410 South State Street, Dover, Delaware.

3. The date when the restoration, renewal, and revival of the charter of this company is to commerce is the 28th day of February, same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.

4. This corporation was duly organized and carried on the business authorized by its charter until the 1st day of March A.D. 1982, at which time its charter became inoperative and forfeited for failure to obtain a registered agent and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration of charters George R. Brigliadoro the last and acting President 2nd Anthony Ayeres, the last active Secretary of E.R.C. Energy Recovery Corporation have hereuntosethis/herhandtothis 4th day of June, 1982.

ATTEST:

7

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

E.R.C ENERGY RECOVERY CORPORATION

George R, Brigliadoro, President of E.R.C. Energy Recovery Corporation (hereinafter "the corporation"), a Delaware Corporation, hereby certifies that:

1. Pursuant to Del. G.U.L. $242, at the Annual Meeting of shareholders of E.R.C. Energy Recovery Corporation on November 3, 1981, the shareholders of the corporation authorized the issuance of 2,000,000 shares of Preferred Stock $.01, par value. The change was effected by amending Article Fourth of the corporation's Certificate of Incorporation to read as set forth in Exhibit A annexed hereto. The amendment has been duly adopted in accordance with Del. G.C.L. 242(c)(1).

2. The number of shares entitled to vote on the foregoing -resolution woo 6,498,050 shares of the corporation's Common Stock. The number of shares present at the meeting either in person or by proxy was 4,351,300 shares.

3. The number of shares voted for and against the amendment was as follows:

For	Against
4,241,800	10,000

8

IN WITNESS WREREOP, E.R.C. Energy Recovery Corporation has caused this certificate of amendment to its Certificate of Incorporation to be executed pursuant to the directives of Del. G.C.L. $ 242 as of the 11th day of June, 1982.

ATTEST:	E.R.C. ENERGY RECOVERY CORPORATION
	By:
Secretary		George R. Brigliadoro, President

9

EXHIBIT "A"

ARTICLEFOURTHOF THE COMPANY'S

CERTIFICATH OF INCORPORATION

FOURTH:

A. General Authorization.

The aggregate number of shares of capital stock which '.he Corporation is authorized to issue is 72,000,000 shares, consisting of:

(1) 10,000,000: shares of Common Stock, having a par value of $601 per share; and

(2) 2,000,400 shares of Preferred Stock, having a par value of $.01 per share.

B. Preferred Stock.

(1) The Preferred Stock shall rank senior to the Common Stock as to dividends and upon liquidation. Tale Board of Directors of the corporation (hereinafter in Article FOURTH referred to as the "Board") is authorized, subject to limitations prescribed by law and the provisions of this subsection B, to provide by resolution or resolutions for the issuance of the Preferred Stock in series, to establish the number of shares to be included in each such series, and to fix the designations, preferences and relative participating, optional or other special rights, or qualifications, limitations or restrictions thereof, applicable to the shares of each series. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

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(a) the number of shares constituting that series and the distinctive designation of that series;

(b) the dividend rate on the shares of that series, whether dividend* shall be cumulative and the data or dates, if any, from which dividends thereon shall be cumulative;

(c) the voting powers, if any, of the shares of that series;

(d) whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustments in such events as the Board shall determine;

(e) whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of Seen redemption, including the date or dates upon or after which the shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different situations and at different redemption dates;

11

(f) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(g) whether shares of that series shall be entitled to the benefit of sinking fund provisions and, if so, upon what terms and conditions; and

(h) generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of that aeries, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the Restated Certificate of Incorporation of the Corporation or with the resolution or resolutions adopted by the Board, as hereinafter provided, providing for the issue of any series for which there are shares then outstanding.

(2) Dividends on outstanding Preferred Stock shall he declared and Amid, or get apart for payment, before any dividends shall be declared and paid, or set apart for payment, on the outstanding shares of Common Stock with respect to the same dividend period. The Board may, in establishing any series or Preferred Stock, provide further limitations on the payment dividends on the Common stock while any dividends on shares of Preferred Stock are accrued and unpaid.

12

C. Common Stock

Each share of Common Stock shall be equal to every other chore of Common Stock in every respect. The shares of Common Stock shall entitle the holders thereof to one vote for each share upon all matters upon which the stockholders have the right to vote.

13

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

E.R.C. ENERGY RECOVERY CORPORATION

George R. Brigliadoro, President of E.R.C. Energy Recovery Corporation (hereinafter "the corporation"), a Delaware corporation, hereby certifies that:

1. At a special meeting of the Board of Directors of the Corporation duly held on June 1, 1983, at which all Board members were present, the Board unanimously adopted a resolution to amend the corporation's Certificate of Incorporation by adding Article VII to read as set forth in Exhibit A annexed hereto.

2. The amendment has been duly adopted in accordance with Del. G.C.L. $ 242.

ATTEST:		E.R.C. ENERGY RECOVERY CORPORATION
By:		By:
	Anthony Aversa		George R. Brigliadoro
	Secretary		President

14

ARTICLE VII

SERIES A CUMULATIVE C0NVERTIBLE VOTING PREFERRED STOCK,

PAR VALUE $.01 PER SHARE

There is hereby established a series of preferred Stock which is designated "Series A Cumulative Convertible Voting Preferred Stock" (referred to herein as "Series A Preferred Stock"). The number of shares which will constitute such series shall be 1,250,000.

A. Dividends. The holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the board of directors, cut of the funds of  the corporation legally available therefor, cumulative cash dividends at the annual rate of 5.0 12 per share, and no more, payable quarter-annually on dates fixed from time to time by the board of directors. Cash dividends on the Series A Preferred Stock shall commence to accrue and shall be cumulative from the date of the original issue of each share of this Series. If the dividend on the. Series A Preferred Stock for any quarter-annual dividend period shall not have been pais or declared for payment to the holders of the Series A Preferred Stock by the last day of such quarter-annual dividend period, the aggregate deficiency shall be cumulative and shall be fully paid or declared and set apart for payment before any cash dividends or other distribution shall be paid upon or set apart for payment to the holders of the common Stock of the corporation. Accumulations of dividends on the Series A Preferred Stock shall not bear interest.

B. Redemption. The Secies k Preferred Stock may be redeemed, in whole or in part, at the option of the corporation by resolution of its boars sf directors, at any time and from time to time or after a date two years after the date of the original issue of each share cf this Series upon the following terns and in the following manner:

(1) The redemption pries shall be twenty cents ($.23) per share, plus all dividends accrued and unpaid on each redeemed share of Series A Preferred Stock, prorated to the date fixed for redemption, whether such dividends are declare or not.

(2) In the event chat less than tje emsire amount of Series A Preferred Stock outstanding is to be redeemed at any one time, such redemption shall be effected pro rata. Less than all of the Series A Preferred Stock at any time outstanding any not be redeemed until all dividends accured and in arrears upon all Series A Preferred Stock shall have been paid for all past quarter-annual divedend periods.

Exhibit A

15

(3) Not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption of the Series A Preferred Stock or any part thereof, a notice specifying the time and glace thereof shall be given by first class mail, postage prepaid to the holders of record of the shares of Series A Preferred: Stock to be redeemed at their respective addresses as the same shall appear on the stock books of the corporation. No defect in such notice nor any defect in the mailing thereof shall in and of itself affect the validity of the proceedings for redemption, except as to any holder to whom the corporation has failed to mail such notice, or as to whom the notice, was defective.

(4) If, on or prior to the date fixed for such redemption, the corporation shall deposit with any bank or trust company in the states of Delaware, New Jersey or New York as a trust fund a sum sufficient to redeem the shares of Series A Preferred Stock thus called for redemption, with irrevocable instructions and authority to such bank or trust company to pay, on and after the date fixed for redemption, the redemption price of the Series A Preferred Stock thus called for redemption to the respective holders thereof upon the surrender of their share certificates, then from and after the date fixed for redemption, the Series A Preferred Stock so called shall be deemed to be redeemed, and dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall be deemed to constitute full payment for the shares of Series A Preferred Stock thus called for redemption to their holders, and from and after the date of such deposit such shares shall be deemed to be no longer outstanding, and the holders thereof (to whom notice has been given in accordance with subparagraph (3) of this Section B) shall cease to be shareholders of the corporation with respect to such shares and shall have no rights with respect thereto except the eight to receive from the bank or trust company payment of the redemption price of the shares without interest, upon surrender of their certificates therefor. No interest shall be allowed or paid to the holders of the redeemed Series A Preferred Stock on the funds so deposited, and any such interest earned thereon shall be 'aid by such bank or trust company from time to time on demand to the corporation.

(5) The corporation shall have the right to hold in its Treasury and to reissue shares of Series A Preferred Stock acquired by the corporation upon redemption in the manner set forth herein.

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(6) After receiving any notice of redemption and prior to the close of business on the fifth day prior to the redemption date, the holders of series A Preferred Stock so called for redemption may convert such stock into common stock of the corporation in accordance with the conversion privilege set forth in Section E hereof.

C. Voting Rights. The Series A Preferred Stock and the common stock of the corporation shall vote together as one class, except as otherwise required by law in effect at the time of such vote, and except as follows:

(1) So long as any shares of Series A Preferred Stock are outstanding, the corporation shall not, with- out the affirmative vote of the holders of at least two-thirds of the Series A Preferred Stock then outstanding_ voting separately as a class, (a) amend any provision of this Article, nor (b) amend any other provisions of this Certificate of incorporation in a manner which would adversely change any of the rights, privileges, and preference granted to the holders of the Series A Preferred Stock by Article; provided, however, that the provisions of this subparagraph (1) shall not apply to any of the following:

(i) Any increase in the amount of authorized capital stock of any class or classes of the corporation; nor

(ii) The creation of one or more new series, or the authorization of additional shares for any new series, of preferred stock of the corporation, having rights, preferences, and privileges which are prior or subordinate to, or equal with, the rights, preferences. and privilegesSeries of the Series A Preferred Stock or the shares of any other class or series, issued and outstanding or authorized but unissued; provided that the rights, privileges and preferences of any such new series of preferred stock shall not, be inconsistent with the provisions of subparagraph (2) of Section D of this Article VII; nor

(iii) Any issuance of shares of stock of any class or classes or of any new series of any class of the corporation; nor

(iv) Any authorization or issuance of options, warrants, or other rights to purchase or subscribe for capital stock of the corporation; nor

17

(v) Any authorization or issuance of bonds debentures, notes or other evidences of indebtedness of the corporation; nor

(vi) Any merger or consolidation in which the corporation is the surviving corporation and no change is made in any provision of Article VII hereof; nor

(vii) Any merger, consolidation, or other reorganization in which the corporation is a party but not the surviving corporation, and in which the surviving or acquiring corporation shall, in connection. with and at the same time as such merger, consolidation, or reorganization, issue or exchange for each' share of Series A Preferred Stock then outstanding. a share of capital stock of the surviving or acquiring corporation having with respect to the capital structure of such corporation the same relative rights, preferences, privileges and limitations the Series A Preferred Stock has with respect to the capital structure of this corporation at the time of such merger, consolidation or reorganization.

(2) Any other provisions of this Certificate of Incorporation notwithstanding, if at any time less than the full quarter-annual dividends payable on the Series A Preferred Stock shall have been said for four (4) such quarters, which default shall not have been cured, and which default need not be with respect to consecutive quarter-annual dividend payments, the holders of the Series A Preferred Stock (and the holders of any other series of preferred stock expressly granted special voting rights consistent with the provisions of this subparagraph (2) in the resolutions creating such series) shall have the right, voting as one class, in addition to any other right to vote For the election of directors granted to them in this Certificate of incorporation, to elect one director at the next annual meeting of shareholders, Each such series of preferred stock including the Series A Preferred Stock shall be referred to herein as "Eligible Preferred Stock" and the director to be elected by all such series of Eligible Preferred Stock voting as one class shall be referred to herein as the "Preferred Director,"

(a) Subject to the limitations set forth in subparagraph (b) below, the Preferred Director shall be elected to a term of office of one year. AL each subsequent annual meeting of shareholders, until all dividends in default on the Series A Preferred Stock shall have been paid, or declared and set apart for payment, the holders of Series A Preferred Stock shall have the right to vote for the election of a Preferred Director in the manner described in this subparagraph (2).

18

(b) The Preferred Director shell hold office only until the first meeting of shareholders following the payment, or the declaration and setting apart for payment, of all dividends in default on the Serial A Preferred Stock (provided that the holders Of any ether series of preferred stock do nor then have the right to vote for a Preferred Director).

(c) At any meeting of shareholders held while holders of preferred stock have the voting power to elect a Preferred Director, the holders of a majority of the then outstanding Eligible Preferred Stock who are present in person or by proxy shall be sufficient to constitute a quorum for the election of the Preferred Directors as herein provided.

(d) In the event that the number of shares of Series N Preferred Stock outstanding should fall below 125,000 and there shall not then be outstanding a series of preferred stock whose holders are entitled to vote for the election of a Preferred Director the provisions of this subparagraph (2) shall be longer be applicable, and the holders of the Series A Preferred Stock then outstanding shall not be entitled to vote for the election of a Preferred Director.

(e) Any new series of preferred stock shall be entitled to vote for the election of a preferred Director to the extent and under the conditions set forth in the resolutions creating such series.

(f) Any vacancy caused by the death, resignation, or removal of a Preferred Director may be filled by the board of directors. Any Preferred Director so elected shall hold office until the next annual meeting of shareholders, at which time the Eligible Preferred Stock shall elect a preferred Director to fill the vacancy.

19

D. Liquidation Preference. In the event of the liquidation, dissolution or winding up of the affairs of the corporation, whether voluntary or otherwise, the rights, powers, designations and Preferences, and the qualifications, restrictions, and limitations thereof, of the holders of Series A Preferred Stock shall be as follows:

(1) The holders of Series A Preferred Stock shall be entitled to receive out of the assets of the corporation, except as otherwise provided hereinafter. the amount of twenty cants ($.20) for each share of Series A Preferred Stock, plus an amount equal to all dividends accrued on each share up to the date such payment is made available to the holders of series A Preferred Stock, and no more.

(2) If the assets of the corporation are not efficient to provide to the holders of Series A Preferred Stock the full payment specified in subparagraph (1) above (the "liquidation preference" of each share of Series A Preferred Stock), and to provide to the holders of any other series of preferred stock the full amounts payable for shares of such series upon such liquidation dissolution or winding up as specified for such series by the board of directors in connection with the creation of such series (the "liquidation preference" of each thereof. such series of preferred stock), then the assets of the corporation shall be distributed pro rata, according to their respective liquidation preferences, to the holders of all series of preferred stock.

Neither the merger nor consolidation of the corporation with or into another corporation, nor the merger or consolidation of any other corporation with or into this corporation, nor the sale, lease, or conveyance of all or part of its assets shall be deemed to be a liquidation, dissolution, or winding up of, the corporation within the meaning of this Section D.

E. Conversion Rights.

(1) Subject to the provisions of Section B(4) hereof, the holder of record of any share or shares of Series A Preferred Stock shall have the right, at his option at any time after a date two years after the date of the original issue of each share of this Series, to convert each share of Series A Preferred Stock into one share of fully paid and nonassessable common stock of the corporation (the "Conversion. Rater"), which Conversion Rate is subject to adjustment, as provided in subparagraph (3) below.

(a) In order to convert a share or shares of Series A Preferred Stock into common stock, the holder thereof shall surrender the certificate or certificates representing such share or shares, duly endorsed to the corporation or in blank, at the office of the transfer agent for the Series A Preferred Stock, and shall give written notice to the corporation at said of office of the transfer agent for the Series A Preferred Stock that he elects to convert the same, setting forth the name or names (with the address or addresses and tax identification number) in which the shares of common stock are to be issued.

20

(b) The corporation shall make no payment or adjustment on account of dividends, if any, accrued or accumulated on the shares of Series A Preferred Stock surrendered for conversion.

(c) As promptly as practicable after the surrender for conversion of any shares of Series A Preferred Stock, the corporation shall deliver orcause to be delivered at the principal office of the transfer agent for the Series A Preferred Stock, to or upon the written order of the holder of the Series A Preferred Stock, certificates representing the shares of Common Stock issuable upon such conversion, issued in such name or names as such holder may direct. Shares of Series A Preferred Stock shall be deemed, to have been converted as of the close of business on the date of the surrender of such shares for conversion, as provided. above, if the stock books of the corporation are open on that date, and if they are not, then, as of the close of business on the first date on which they are open after the surrender of such shares for conversion. At tine time when the shares of Series A Preferred Stock shall be deemed to have been converted, persons who have surrendered their shares shall no longer have any rights as to such Series A Preferred Stock and, the persons or persons in whose name or names the certificate for such shares are to be issued shall be treated for all purposes as having become the record holder or holders of common Stock at such time.

(d) The corporation shall as all times reserve for issuance such number of shares of common Stock, either authorized but unissued or treasury shares, as shall be issuable upon the conversion of all outstanding Series A Preferred Stock,

(e) If any certificate is to be issued in a name other than that of the holder o£ record of the Series A Preferred Stock so converted, the person or persons requesting the issuance thereof shall pay to the corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance, or shall establish to the satisfaction of the corporation that such tax has been paid or is not due and payable.

21

(f) The corporation may, but shall not be obligated to, issue fractions of shares of common stock upon the conversion of any share or shares of Series A Preferred stock. If any interest in a fractional share of common stock would otherwise be deliverable upon conversion of any share or shares of Series A preferred Stock, the corporation may, at its option, as determined from time to time by the board of directors, make adjustment for such fractional share interest by either (i) delivery of a scrip certificate for such fraction, of a share, with such terms and conditions and in such form as the board, directors shall prescribe, or (ii) payment of an amount of cash equal to the same fraction of the market value of a full share of common stock of the corporation. For such purpose, the market value of share of common stock shall be the then prevailing market price of such stock on any securities exchange or in the over-the-counter market, as determined by the board of directors of the corporation, or, if no market exists, as otherwise determined by the board either of which determinations shall be conclusive.

(2) The corporation shall also have the right; at its option at any time after a date two years after the date of the original issue of each share of this Series, to convert each share of Series A Preferred stock into one share of fully paid and non-assessable Common stock of the corporation.

(a) Upon written notice to the holders of the Series A preferred Stock, the holders shall surrender their certificate or certificates representing such share or shares, duly endorsed to the corporation, or in blank, at the office of the transfer agent for the Series A Preferred stock. This conversion shall be effective, however, whether or not the certificates are surrendered.

(b) As promptly as practicable after the surrender for conversion of the shares of Series A Preferred Stock, the corporation shall deliver or cause to be delivered at the principal office of this transfer agent for the Series A Preferred stock, to or upon the written order of the holders of the Series A Preferred Stock; certificates representing the shares of the common Stock issuable upon such conversion, issued in the name of such holder. Shares of Series A Preferred Stock shall be deemed to have been converted as at the close of business On the fifth day following the date that the corporation sends the written notice to the holders of the Series A Preferred Stock announcing its election to convert such shares. At the time when the shares of Series A Preferred stock shall be deemed to have been converted, all holders of Series. A Preferred Stock shall be treated for all purposes as having become the record holder or holders of common Stock.

22

(c) The corporation shall at all times reserve for issuance such number of shares of Common Stock, either authorized but unissued or treasury shares, as shall be issuable upon the conversion of all outstanding Series A Preferred Stock.

(3) The Conversion Rate shall be adjusted, from time to time, only to the following extent:

(a) Whenever the corporation shall , (i) declare and pay dividend to the holders of its shares of common stock in shares of its common stock, or in other securities immediately convertible into shares of common stock, (ii) split the outstanding shares of its common stock into a greater number of outstanding shares of common stock, (iii) combine the, Outstanding shares of its common stock into a smaller number of outstanding shares of common stock, or (iv) pursuant to a reclassification of the shares of its common stock, issue any shares of capital stock of the corporation in exchange for the outstanding shares of common stock (all shares so issued being included in the term "common stock" as used in this Section E), the Conversion Rate in effect immediately prior to the close of business on the effective date of such action shall be adjusted effective at the opening of business on the next following business day, so that the holder of each share of Series A Preferred Stock shall thereafter be entitled to receive upon the conversion of such share of number of shares of common stock which he would have held had such share been converted immediately prior to the effective date of such action. For purposes of this subparagraph (a), the effective date for any stock dividend referred to in clause (i) above shall be deemed to be the record date fixed for the determination of the holders of common stock entitled to receive such dividend.

(b) Whenever there is an adjustment in the Conversion Rate, as provided herein, the corporation shall promptly (i) file with the transfer agent of the Series A Preferred Stock a certificate describing in reasonable detail the adjustment and the facts requiring such adjustment, and (ii) cause a notice disclosing such adjustment to be mailed so the holders of record of share of Series A Preferred stock at the close of business on the day preceding the effective date of such adjustment.

23

STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 10/03/1996 960288246 - 871103

E.R.C. Energy Recovery Corporation, a corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1.	The name of this corporation is E.R.C. Energy Recovery Corporation.
2.	Its registered office in the State of Delaware is located at 1013 Centre Road Street, City of Wilmington Zip Code 19805 County of New Castle the name and address of its registered agent is The Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington, DE 19805.
3.	The date of filing of the original Certificate of Incorporation in Delaware was 4/19/79.
4.	The date when restoration, renewal, and revival of the charter of this company is to commence is the 29th day of February 1984, same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.
5.	This corporation was duly organized and carried on the business authorized by its charter until the 1st day of March. A.D. 19 84, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration, of charters, David c. Merrell the last and acting authorized officer hereunto set his/her hand to this certificate this 27 day of September 1996.

BY:
TITLE OF OFFICER:	President

24

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF E.R.C. ENERGY RECOVERY CORPORATION STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 07/18/1997 971239849 - 0871103

E.R.C. Energy Recovery Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is E.R.C. Energy Recovery Corporation.

SECOND: The following amendments were first adopted by the Board of Directors and then adopted by the stockholders of the Corporation at a special meeting of such stockholders held on the 6th day of January, 1997, in the manner prescribed by Sections 141 and 242. respectively, of the General Corporation Law of the State of Delaware.

RESOLVED, that the Corporation increase its authorized common stock from 10,000,000 shares to 50,000,000 shares, and the par value of its common stock from $0.01 to $0.001 per share; its authorized preferred stock remains at 2,000,000 shares with a par value of $0.01 per share.

FURTHER. RESOLVED that the Corporation effect a reverse split of the Corporation's S0.01 par value common stock on the basis of one for 400, with any fractional shares to be rounded up to the nearest whole share, and with appropriate adjustments being made in the additional paid in capital and stated capital accounts of the Corporation; and

FURTHER, RESOLVED, that such amendments take effect on filing with the office of the Secretary of State of the State of Delaware.

THIRD: These amendments do not provide for any exchange, reclassification or cancellation of issued shares.

FOURTH:These amendments do reduce the 9,932,975 common shares outstanding to 24,832 common shares, and decreases the stated capital from $99,329 to $24,83.

25

IN WITNESS WHEREOF, E.R.C. Energy Recovery Corporation has caused this Certificate to be signed by David C. Merrell, its President, and attested by Michael C. Brown, its Secretary, this 17th day of July, 1997.

	E.R.C. ENERGY RECOVERY CORPORATION
	By:
		David C. Merrell, President
Attest:
Michael C. Brown, Secretary

26

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is E.R.C. ENERGY RECOVERY CORPORATION

2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on August 27, 1997.

David C Merrell, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/02/1997

971293561 - 0871103

27

EX-3.2 3 gezc_ex32.htm ARTICLES OF AMENDMENT

EXHIBIT 3.2 

Delaware 

The first State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "GO EZ CORPORATION", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF APRIL, A.D. 2015, AT 4:39 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

   

1

State of Delaware

Secretary of State

Division o£Corporations

Delivered 04:52PM 04/15/2015

FILED 04:39PM 04/15/2015

SRV 150515877 - 0871103 FILE

CERTIFICATE OF DESIGNATIONS

Go Ez Corporation

Preferred Stock Class:

Series E 

CERTIFICATE OF DESIGNATION, SERIES E PREFERRED STOCK

1.1 DESIGNATION. Ten thousand (10,000) shares of Series E Preferred Stock, par value $0.0001 per share, are authorized pursuant to the Corporation's Certificate of Incorporation, as amended (the "Series E Preferred Stock" or "Series E Preferred Shares").

1.2 ISSUANCE AND PRICE.

(a) Shares of Series E Preferred Stock may only be issued to statutory officers, members of the Board of Directors and employees of, or consultants to the Corporation, or as determined by a unanimous vote of the Board of Directors (collectively, "Qualified Persons").

(b) Each share of Series E Preferred Stock has an issuance price of U.S. $100 (one hundred U.S. dollars). The issuance price may be changed at any time by a unanimous vote ofthe Board of Directors without an amendment to this Certificate of Designation. Consideration accepted as payment for Series E Preferred Shares shall include cash, and any other consideration as determined by a majority vote of the Board of Directors in a share issuance resolution at any meeting or action without meeting.

1.3 CONVERSION RIGHTS.

(a) Shares of Series E Preferred Stock shall have no conversion rights until thirty (30) days from the date of issuance, and then shall have conversion rights as specified in paragraph (b) below.

(b) Each share of Series E Preferred Stock may be converted at the sole election of the holder, at any time beginning one month from the date of its issuance, into shares of the Common Stock according to the following formula:

The price paid per share

divided by

10 times the par value of Common Stock

rounded to the nearest whole number of common shares

2

Example:

Investor pays $100 for one share of Series E Preferred Stock.

The par value of Common Stock is $0.0001.

In this example, the number of shares of Common Stock issuable to the investor who converts the one share of Series E Preferred Stock is:

$100	=	100,000 common shares issuable
10 X $0.0001

(c) Following receipt by the Corporation's duly appointed transfer agent of a notice of conversion to Common Stock from the holder, together with the holder's stock certificate(s) evidencing the Series E Preferred Stock to be converted, the Corporation's transfer agent shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable to the holder pursuant to the holder's conversion in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued, if appropriate, with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and that it cannot be transferred or sold unless it is so registered, or an exemption from registration is available. The shares of Common Stock shall be issued in the same name as the person who is the holder of the Series E Preferred Stock unless the holder assigns such shares to another person or entity and, in the opinion of counsel to the Corporation, such issuance to another person or entity can be made in compliance with applicable securities laws.

(d) All shares of Common Stock delivered upon conversion of the Series E Preferred Stock as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the conversion date, such converted shares of the Series E Preferred Stock shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

(e) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series E Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to allow for such conversion.

3

1.4 DIVIDENDS. The holders of the Series E Preferred Stock shall not be entitled to receive dividends.

1.5 VOTING RIGHTS. No voting rights attach to the Series E Preferred Stock, except as required by Delaware law, in which case each share shall have one (1)  vote.

1.6 LIQUIDATION RIGHTS. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series E Preferred Stock shall not receive any assets of the Corporation. Neither an acquisition by, nor a consolidation or merger of the Corporation with, another corporation- even if the Corporation is the non-surviving entity- nor a sale or transfer of all or part of the Corporation's  assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the Corporation.

1.7 CALL (REDEMPTION) PROVISION. Shares of Series E Preferred Stock are not callable (redeemable).

1.8 SENIORITY (RANK). For any purpose other than those specifically delineated in Sections 2.4 - 2.12 below, the Series E Preferred Stock Class shall have seniority, priority and rank over all other classes and series of stock except Series A, B, C and D Preferred Stock Class.

1.9 SEVERABILITY OF PROVISIONS.  Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

1.10 AMENDMENTS. The provisions of Series E Preferred Stock Class (Sections 1.1- 1.10 of this Certificate of Designations) may not be amended without the unanimous vote of the Board of Directors and a majority of the shares of the Series E Preferred Stock Class.

By: Abraham Dominguez Cinta, President

4

Delaware 

The first State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF "GO EZ CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

RESTATED CERTIFICATE, FILED THE FIFTEENTH DAY OF NOVEMBER, A.D. 2007, AT 9:44 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE FIFTEENTH DAY OF NOVEMBER, A.D. 2007, AT 9:52 O'CLOCK A.M.

CERTIFICATE OF CORRECTION, FILED THE TWENTY-SECOND DAY OF AUGUST, A.D. 2011, AT 1:09 O'CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "E.R.C. ENERGY RECOVERY CORPORATION" TO "GO EZ CORPORATION", FILED THE SEVENTH DAY OF MAY, A.D. 2014, AT 12:15 O'CLOCK P.M.

CERTIFICATE OF DESIGNATION, FILED THE TWENTY-THIRD DAY OF JULY, A.D. 2014, AT 11:58 O'CLOCK A.M.

 

5

State of Delaware

Secretary of State

Division o£Corporations

Delivered 09:52AM 11/15/2007

FILED 09:44 AM 11/15/2007

SRV 071225739 - 0871103 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

E.R.C. ENERGY RECOVERY CORPORATION

Pursuant  to  Sections  242  and  245  of  the  General  Corporation  Law  of  the  State  of Delaware, the undersigned directors of E.R.C. Energy Recovery Corporation, originally incorporated on the 19th day of April, 1979, under the name "Energy Recovery Corporation," do hereby adopt the following Amended and Restated Certificate of Incorporation:

ARTICLE I

Name

The name of this corporation is "E.R.C. Energy Recovery Corporation."

ARTICLE II

Registered Agent

The address of the corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County, and the name of its registered agent at that address is Corporation Service Company.

6

ARTICLE III 

Duration

The duration of this corporation is perpetual.

ARTICLES IV 

Purposes

The purpose or purposes for which this corporation is organized are to engage in any lawful act or activity for which corporations may be organized tmder the General Corporation Law of the State of Delaware.

ARTICLE V

Stock

The aggregate number of shares that the corporation shall have authority to issue is 110,000,000 shares, divided into two classes, 100,000,000 shares of common stock of one mill ($0.001) par value  and I 0,000,000 shares of preferred stock of one mill ($0.001) par value.  The Board of Directors has the right to set the series, classes, rights, privileges and preferences of the preferred or any class or series thereof, by amendment hereto, without shareholder approval, as provided in the General Corporation Law of the State of Delaware or as hereafter amended.

7

ARTICLE VI

Board Amendments

The Board of Directors, without the approval of the shareholders, may amend the Articles of Incorporation  to change the name of the corporation  to any name that conforms  with any business or industry that the Board of Directors determines that the corporation should engage in or which conforms with the name or names of any properties, businesses or companies acquired by  the corporation. This  provision shall  not otherwise  limit  the  authority  of  the  Board  of Directors to amend the Articles  of Incorporation in any manner that is provided in the General Corporation Law of the State of Delaware, currently or as hereafter amended. 

ARTICLE VII 

Shareholder Rights

The authmized and treasury stock of this corporation may be issued at such time, upon such tenns and conditions and for such consideration as the Board of Directors shall determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of  stock of  this corporation; nor shall shareholders be entitled to vote cumulatively in the election of directors of the corporation or for any other purpose.

ARTICLE VIII

Common Directors - Transactions Between Corporations

No contract or other transaction between this corporation and one (1) or more of its directors or any other corporation, firm, association or entity in which one (1) or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested director if (a) the fact of such relationship or interest is disclosed or known to the Board of Directors and they authorize, approve or ratify such contract or transaction by vote or written consent; or (b) the contract or transaction is fair and reasonable to the corporation.

Common or interested directors may be cotmted in determining the presence of a quomm at a meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies any such contract or transaction. 

8

ARTICLE IX 

INDEMNIFICATION

The corporation shall, to the fullest extent pennitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnity any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters refened to in or covered by said law, and the indenmification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X

RECAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES

The Board of Directors, without the consent of shareholders, may adopt any recapitalization affecting the outstanding securities of the corporation by effecting a forward or reverse split of all of the outstanding secmities of the corporation, with appropriate adjustments to the corporation's capital accounts, provided that the recapitalization does not require any change in the Articles of Incorporation of the corporation.

The foregoing amendments to the Articles of Incorporation of E.R.C. Energy Recovery Corporation were duly adopted by the Board of Directors and Majority Stockholder of the corporation by the execution of an Action by Unanimous Consent of the Board of Directors and Majority Stockholder on October 31, 2007. The number of shares voted for such amendment was 275,000, or 58.1% of the 472,574 shares outstanding with none opposing and none abstaining.

IN WITNESS WHEREOF, the duly authorized officers of the corporation have signed these Amended and Restated Articles of Incorporation under penalty of perjury, on the dates indicated below.

Date: 10/31/07	David C Merrell, President.
Date: 10/31/07	Michael C. Brown, Secretary/Treasurer

9

State of Delaware 

Secretary of State 

Division o£Corporations 

Delivered 09:52AM 11/15/2007 

FILED 09:52AM 11/15/2007 

SRV 071225745 - 0871103 FILE

CERTIFICATE OF AMENDMENT 

OF 

CERTIFICATE OF INCORPORATION 

OF 

E.R.C. ENERGY RECOVERY CORPORATlON 

E.R.C. Energy Recovery Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is E.R..C. Energy Recovery Corporation

SECOND: The following amendments were adopted by the Board of Directors and majority stockholder of the corporation by the execution of an action by Unanimous Consent of the Board of Directors and Majority Stockholder on October 31, 2007, in the manner prescribed by Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware.

RESOLVED, that the Company effect a reverse split of its outstanding common stock on the basis of one share for 150 shares, with an fractional shares to be rounded up to the nearest whole share and with no stockholder to be reduced to 1ess then one share and that the reverse split be reflected on a per stockholder of record basis;

FURTHER, RESOLVED, that based upon the stockholdings of the stockholders of the Company immediately following and subject to the effectiveness of the reverse split, the Company then effect a 100 shares for one share dividend on the then outstanding shares and that the distribution of such dividend be accomplished by a mandatory exchange of ccrtificates;

FURTHER, RESOLVED, that the reverse split and dividend be deemed a Recapitalization of the Company's outstanding securities, to be effectuated simultaneously, to save time and expense.

THIRD: This amendment does not provide for any exchange, reclassification or cancellation of issued shares.

FOURTH: The Recapitalization reduces the 472,574 shares outstanding to 315,049, and decreases the stated capital from $472.57 to $315.05.

10

IN WITNESS WHEREOF, E.R.C. Energy Recovery Corporation has caused this Certificate to be signed by David C.Merrell, its President. and attested by Michael C. Brown, its Secretary, this 31st day of October, 2007.

	E.R.C. ENERGY RECOVERY CORPORATION
	By:	/s/ David C.Merrell
		David C.Merrell
		President
Attest:
/s/ Michael C. Brown
Michael C. Brown
Secretary

11

Certificate of Correction

of 

E.R.C. Energy Recovery Corporation

E.R.C. Energy Recovery Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the Corporation is: E.R.C. Energy Recovery Corporation.

2. A Certificate of Amendment of the Corporation (the "Certificate") was filed with the Secretary of State ofthe State of Delaware on July 18, 1997.  The Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware because it contains an inaccurate description of how the amendments were adopted and there is an error in the calculation of the reduction in the capital accounts of the Corporation resulting from the amendments because of an inaccuracy in the number of outstanding shares indicated in the Certificate.

3. The inaccuracy or defect in the Certificate is in the SECOND and FOURTH paragraphs there at which read as follows:

SECOND: The following amendments were first adopted by the Board of Directors and then adopted by the stockholders of the Corporation at a special meeting of such stockholders held on the 6th day of January, 1997, in the manner prescribed by Sections 141 and 242, respectively, of the General. Corporation Law of Delaware.

FOURTH: These amendments do reduce the 9,932,975 common shares outstanding to 24,832 common shares, and decrease the stated capital from $99.329 to $24.83.

4. The SECOND and FOURTH paragraphs of the Certificate are corrected to read as follows:

SECOND: The following amendments were first adopted by written consent of stockholders who owned a majority of the outstanding voting securities of the Corporation, who duly delivered their respective written and dated consents to the Corporation following solicitation by management of the Corporation in the 60 day period commencing January 13, 1997, and then were adopted by the Board of Directors by unanimous written consent on July 17, 1997, in the manner prescribed by Sections 228, 141 and 242, respectively, of the General Corporation Law of Delaware.

FOURTH: These amendments do reduce the 8,932,975 common shares outstanding to 22,574 common shares, and decrease the stated capital from $89,330 to $22.57.

12

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by its President, David C. Merrell, and attested to by its Secretary, Michael C. Brown, on this 16th day of August, 2011.

	E.R.C. ENERGY RECOVERY CORPORATION
	By:	/s/ David C. Merrell
		David C. Merrell, President
Attest:
/s/ Michael C. Brown
Michael C. Brown, Secretary

13

STATE OF DELAWARE CERTIFICATE OF

AMENDMENT OF CERTIFICATE OF

INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of

E.R.C. ENERGY RECOVERY CORPORATION

RESOLVED, that the Certificate oflncorporation of this corporation be amended by changing the Article thereof numbered "First" so that, as amended, said Article shall be and read as follows:

First, that the name of the Company shall be changed from E.R.C. Energy Recovery Corporation to Go Ez Corporation.

FURTHER RESOLVED, that the Company authorizes to increase its authorized common stocks from 100,000,000 shares to 800,000,000 shares and the par value of its common stock from $0.001 to $0.0001.

FURTHER RESOLVED, that the Company has determined to increase its authorized preferred shares from 10,000,000 shares to 100,000,000 shares and the par value of its preferred shares from $0.001 to $0.0001.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

14

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6th day of May, 2014.

By:
	Authorized Officer
Title:	President
Name:	Abraham Cinta

15

EX-3.3 4 gezc_ex33.htm BY LAWS

EXHIBIT 3.3

 E.R.C. ENERGY RECOVERY CORPORATION

BYLAWS

ARTICLE I - STOCKHOLDERS

Section 1: Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

Section 2: Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.

Section 3: Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Ce1iificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

1

Section 4: Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5: Organization.

Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6: Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

2

Section 7: Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile, telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile, telecommnunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to, act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

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Section 8: Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held; which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9: Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any aimual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the mamrnr prescribed in the first paragraph of this Section.

ARTICLE II - BOARD OF DIRECTORS

Section 1: Number and Term of Office.

The number of directors who shall constitute the whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of any such designation, such number shall be three (3). Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

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Section 2: Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quornm, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

Section 3: Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4: Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

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Section 5: Quorum.

At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without fmiher notice or waiver thereof.

Section 6: Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate m a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7: Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or Writings are filed with the minutes of proceedings of the Board of Directors. 

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Section 8: Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may detem1ine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(8) To adopt from time to time regulations, not inconsistent with these By-laws, for the management of the Corporation's business and affairs.

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Section 9: Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

ARTICLE III - COMMITTEES

Section 1: Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quornm, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

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Section 2: Conduct of Business.

Each committee may determine the procedural rnles for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quornm unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quornm; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1: Generally.

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.

Section 2: President.

The President shall be the chief executive officer of the Corporation. Subject to the provisions of these By-laws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are conm1only incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

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Section 3: Vice President.

Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One (1) Vice President shall be designated by the Board to perfonn the duties and exercise the powers of the President in the event of the President's absence or disability.

Section 4: Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

Section 5: Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 6: Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

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Section 7: Removal

Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8: Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise ai1y and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1: Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the ce1iificate may be by facsimile.

Section 2: Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 3: Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record. date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A detern1ination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors niay fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required· by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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Section 4: Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5: Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - NOTICES

Section 1: Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

Section 2: Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE VII - MISCELLANEOUS

Section 1: Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2: Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. 

Section 3: Reliance upon Books, Reports and Records. 

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated., or by any other person as to matters which such director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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Section 4: Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 5: Time Periods.

In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1: Right to Indenmification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving ·at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indenmitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indenmified and held harmless by the Corporatioi1 to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, BRISA excise taxes or penalties and amounts paid in settlement) reasonably inclmed or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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Section 2: Right to Advancement of Expenses.

The right to indenmification conferred in Section 1 of this ARTICLE VIII shall include the right to be paid by the Corporation the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indenmification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE VIII shall be contract rights and such rights shall continue as to an indenmitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indenmitee's heirs, executors and administrators.

Section 3: Right of Indemnitee to Bring Suit.

If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an unde1iaking, the indenmitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the intj.enmitee to enforce a right to indemnification hereunder (but not in a suit brought by the indenmitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit . brought by the Corporation to recover an advancement of expenses pursuant to the tem1s of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indenmitee has not met any applicable standard for indenmification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indenmification of the indemnitee is proper in the circumstances because the indenmitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indenmitee, be a defense to such suit. In any suit brought by the indenmitee to enforce a rigllt to indenmification or to an advancement of expenses hereunder, or brought by the Corporation to  recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indenn1itee is not entitled to be indenmified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

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Section 4: Non-Exclusivity of Rights.

The rights to inde1m1ification and to the advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5: Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6: Indemnification of Employees and Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE IX - AMENDMENTS

These By-laws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting. 

Dated: 10/31/07
	Secretary

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EX-4.1 5 gezc_ex41.htm SPECIMEN STOCK CERTIFICATE

EXHIBIT 4.1

COMMON STOCK

This Certifies that________________________________________________________________________________________________is the

registered holder of______________________________________________________________________________________________Shares

                                                       FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, 0.0005 PAR VALUE,

GO EZ CORPORATION

Transferable only on the books of the Corporation by the holder herein of person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officer and its Corporate seal to be here unto affixed this_______day of_______A.D. 20___.

SECRETARY	PRESIDENT

 

The value received_________________________________hereby sell, assign and transfer unto____________________________________________________________________ ________________________________________________________________Shares  represented by the within Certificate, and do hereby irrevocable constitute and appoint   ________________________________________________Attoney   to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises.   Dated__________, 20_____________.   In presence of   ________________________________

EX-3.1

gezc_ex31.htm

EX-3.2

gezc_ex32.htm

EX-3.3

gezc_ex33.htm

EX-4.1

gezc_ex41.htm

EX-4.2

EXHIBIT 4.2

CERTIFICATE OF DESIGNATIONS

Preferred Stock Class:

Series A

Series B

Series C

Series D

Common Stock Class

CERTIFICATE OF DESIGNATION, SERIES A PREFERRED STOCK

1.1 DESIGNATION. Ten thousand (10,000) shares of Series A Preferred Stock, par value $0.0001 per share, are authorized pursuant to the Corporation’s Certificate of Incorporation, as amended (the “Series A Preferred Stock” or “Series A Preferred Shares”).

1.2  ISSUANCE AND PRICE.

(a) Shares of Series A Preferred Stock may only be issued to statutory officers, members of the Board of Directors and employees of, or consultants to, the Corporation, or as determined by a unanimous vote of the Board of Directors (collectively, “Qualified Persons”).

(b) Each share of Series A Preferred Stock has an issuance price of U.S.$1,000 (one thousand U.S. dollars). The issuance price may be changed at any time by a unanimous vote of the Board of Directors without an amendment to this Certificate of Designation. Consideration accepted as payment for Series A Preferred Shares shall include cash, and any other consideration as determined by a majority vote of the Board of Directors in a share issuance resolution at any meeting or action without meeting.

1.3  CONVERSION RIGHTS.

(a) Shares of Series A Preferred Stock shall have no conversion rights until six months from the date of issuance, and then shall have conversion rights as specified in paragraph (b) below.

(b) Each share of Series A Preferred Stock may be converted at the sole election of the holder, at any time beginning six months from the date of its issuance, into shares of the Common Stock according to the following formula:

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The formula in words:

The total number of issued and outstanding shares of the Common Stock at time of conversion (“Issued Common”)

plus

The total number of issued and outstanding shares of the Series B Preferred Stock at time of conversion (“Issued B”)

plus

The total number of issued and outstanding shares of the Series C Preferred Stock at time of conversion (“Issued C”).

The above three figures, after being added together, is multiplied by two, then divided by the number of issued and outstanding shares of Series A Preferred Stock at time of conversion (“Issued A”).

The formula in symbols:

(Issued Common + Issued B + Issued C) x 2	=	# of common shares issuable
Issued A		for each share of A converted

(c) Following receipt by the Corporation’s duly appointed transfer agent of a notice of conversion to Common Stock from the holder, together with the holder’s stock certificate(s) evidencing the Series A Preferred Stock to be converted, the Corporation’s transfer agent shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable to the holder pursuant to the holder’s conversion in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued, if appropriate, with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred or sold unless it is so registered, or an exemption from registration is available. The shares of Common Stock shall be issued in the same name as the person who is the holder of the Series A Preferred Stock unless the holder assigns such shares to another person or entity and, in the opinion of counsel to the Corporation, such issuance to another person or entity can be made in compliance with applicable securities laws.

(d) All shares of Common Stock delivered upon conversion of the Series A Preferred Stock as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the conversion date, such converted shares of the Series A Preferred Stock shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.(e) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series A Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to allow for such conversion.

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1.4 DIVIDENDS.  The shares of Series A Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion, except that, upon any declaration of a dividend, eighty percent (80%) of the total aggregate value of the dividend shall be distributed to the shares of the Series A Preferred Stock.

1.5 VOTING RIGHTS.

(a) For matters in which Delaware law restricts voting only to those shares of this series of Preferred Stock, or only to the shares of the Preferred Stock class as a whole, each share of Series A Preferred Stock shall have one million (1,000,000) votes.

(b) For all other matters in which shares of Series A Preferred Stock are legally allowed to vote, the voting rights are as follows:

i. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to eighty percent (80%) of the voting rights of the entire Corporation.

ii. Each share of Series A Preferred Stock which is issued and outstanding shall have the voting rights equal to eighty percent (80%) of the voting rights of the entire Corporation, divided by the number of shares of Series A Preferred Stock issued and outstanding at the time of voting.

1.6 LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any other series or class of stock, ninety percent (90%) of the assets of the Corporation, or liquidated value thereof, which remain after any legally obligated payments are made by the Corporation, shall be distributed to the holders of the Series A Preferred Stock, with each holder receiving their respective pro rata share of such assets, or liquidated value thereof.

1.7 CALL (REDEMPTION) PROVISION. Shares of Series A Preferred Stock are not callable (redeemable).

1.8 SENIORITY (RANK). For any purpose other than those specifically delineated in Sections 1.1 – 1.7 above, the Series A Preferred Stock Class shall have seniority, priority and rank over all other classes and series of stock.

1.9 SEVERABILITY OF PROVISIONS. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

1.10 AMENDMENTS. The provisions of Series A Preferred Stock Class (Sections 1.1 – 1.10 of this Certificate of Designations) may not be amended without the unanimous vote of the Board of Directors and a majority of the shares of the Series A Preferred Stock Class.

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CERTIFICATE OF DESIGNATION, SERIES B PREFERRED STOCK

2.1 DESIGNATION. Five hundred thousand (500,000) shares of Series B Preferred Stock, par value $0.0001 per share, are authorized pursuant to the Corporation’s Certificate of Incorporation, as amended (the “Series B Preferred Stock”).

2.2 PRICE. The issuance price per share shall be equal to one thousand dollars (US$1,000). The issuance price may be changed at any time by a majority vote of the Board of Directors without an amendment to this Certificate of Designation. Consideration accepted as payment for Series B Preferred Shares shall include cash, and any other consideration as determined by a majority vote of the Board of Directors in a share issuance resolution at any meeting or action without meeting.

2.3 SENIORITY (RANK). For any purpose other than those specifically delineated in Sections 2.4 – 2.12 below, the Series B Preferred Stock Class shall have seniority, priority and rank over all other classes and series of stock except Series A Preferred Stock Class.

2.4 DIVIDENDS.  The holders of the Series B Preferred Stock shall not be entitled to receive dividends.

2.5 CALL (REDEMPTION). Beginning 36 months from the date of issuance (the “Maturity Date”), the Corporation may, at any time, redeem for cash (the “Call”) any and/or all of such issued shares of the Series B Preferred Stock, which cash redemption shall consist of a cash payment of 115% of the price paid per share.

2.6 PRE-EMPTION OF THE CALL. Upon receipt of a notice by the Corporation to Call, each holder of Series B Preferred Stock shall have the right to convert his/her/its shares to common shares, so long as he/she/it elects to do so within the prescribed conversion process, as described in the notice.

2.7 CONVERSION RIGHTS.

(a) Each share of Series B Preferred Stock may be convertible, at any time by the respective holder, into the number of shares of the Corporation’s Common Stock, equal to the price paid for the share of Series B Preferred Stock, divided by ten times the par value of the Common Stock at the time of conversion, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”). For example, assuming a $1,000 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Common Stock, each share of Series B Preferred Stock would be convertible into 1,000,000 shares of Common Stock. Such conversion shall be deemed to be effective on the business day (the “Conversion Date”) following the receipt by the Corporation of written notice from the holder of the Series B Preferred Stock of the holder's intention to convert the shares of Series B Stock, together with the holder's stock certificate or certificates evidencing the Series B Preferred Stock to be converted.

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(b) Following receipt by the Corporation’s duly appointed transfer agent of a notice of conversion to Common Stock from the holder, together with the holder’s stock certificate(s) evidencing the Series B Preferred Stock to be converted, the Corporation’s transfer agent shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable to the holder pursuant to the holder’s conversion in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued, if appropriate, with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred or sold unless it is so registered, or an exemption from registration is available. The shares of Common Stock shall be issued in the same name as the person who is the holder of the Series B Preferred Stock unless the holder assigns such shares to another person or entity and, in the opinion of counsel to the Corporation, such issuance to another person or entity can be made in compliance with applicable securities laws.

(c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the conversion date, such converted shares of the Series B Preferred Stock shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.(d) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series B Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to allow for such conversion.

2.8 LIQUIDATION PREFERENCE. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount up to $1,000 per share before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation’s capital stock except Series A Preferred Stock. The entire assets of the Corporation available for distribution after the liquidation preferences of the Series A Preferred Stock are fully met shall be distributed ratably among the holders of the Series B Preferred Stock, up to a maximum of $1,000 per share. Neither an acquisition by, nor a consolidation or merger of the Corporation with, another corporation – even if the Corporation is the non-surviving entity – nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the Corporation.

2.9 VOTING RIGHTS. No voting rights attach to the Series B Preferred Stock, except as required by Delaware law, in which case each share shall have ten (10) votes.

2.10 STATUS OF ACQUIRED SHARES. Shares of Series B Preferred Stock called (redeemed) by the Corporation, will be restored to the status of authorized but unissued shares of Series B Preferred Stock.

2.11 PROTECTION PROVISIONS. So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval of a majority of the holders: (a) alter or change the rights, preferences or privileges of the Series B Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series B Preferred Stock; (c) create any pari passu Securities; or (d) increase the authorized number of shares of Series B Preferred Stock.

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2.12 SEVERABILITY OF PROVISIONS. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

CERTIFICATE OF DESIGNATION, SERIES C PREFERRED STOCK

3.1 DESIGNATION. One hundred thousand (100,000) shares of Series C Preferred Stock, par value $0.0001 per share, are authorized pursuant to the Corporation’s Certificate of Incorporation, as amended (the “Series C Preferred Stock”).

3.2 PRICE. The issuance price per share shall be equal to one thousand dollars (US$1,000). The issuance price may be changed at any time by a majority vote of the Board of Directors without an amendment to this Certificate of Designation. Consideration accepted as payment for Series C Preferred Shares shall include cash, and any other consideration as determined by a majority vote of the Board of Directors in a share issuance resolution at any meeting or action without meeting.

3.3 SENIORITY (RANK). For any purpose other than those specifically delineated in Sections 3.4 – 3.12 below, the Series C Preferred Stock Class shall have seniority, priority and rank over all other classes and series of stock except Series A Preferred Stock Class and Series B Preferred Stock Class.

3.4 DIVIDENDS.  Shares of Series C are entitled to dividends if, and in such manner and amount as, declared by majority vote of the Board of Directors, except that such amount may not exceed 20% of the total aggregate value of the dividend declaration.

3.5 CALL (REDEMPTION). Beginning 36 months from the date of issuance (the “Maturity Date”) and ending 37 months from the date of issuance, the Corporation may, at its sole election, redeem for cash (the “Call”) all or some of such shares of the Series C Preferred Stock, which cash redemption shall consist of a cash payment of 115% of the price paid per share plus any accrued but unpaid dividends.

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3.6 PRE-EMPTION OF THE CALL; AUTOMATIC CONVERSION. 

(a) Upon receipt of a notice by the Corporation to Call, each holder of Series C Preferred Stock shall have the right to convert his/her/its shares to common shares, so long as he/she/it elects to do so within the prescribed conversion process, as described in the notice.

(b) If the Corporation does not elect to Call such issued shares of Series C Preferred Stock within 37 months of the issuance date of such shares, such shares shall be automatically converted into shares of Common Stock pursuant to the conversion terms in Section 3.7(b) – 3.7(e) below.

3.7 CONVERSION RIGHTS.

(a) Shares of Series C Preferred Stock shall have no conversion rights until twelve months from the date of issuance, and then shall have conversion rights as specified in paragraph (b) below, subject to Section 3.6 above.

(b) Each share of Series C Preferred Stock may be converted by its holder, at any time beginning twelve months from the date of issuance, subject to Section 3.6 above, into the number of shares of Common Stock determined by the following formula:

The price paid per share

divided by

0.65 times the volume weighted average closing price for the five most recently concluded trading days

rounded to the nearest whole number of common shares.

Example:

Investor pays $1,000 for one share of Series C Preferred Stock.

The volume weighted average closing price for the five most recently concluded trading days is $1 per share.

In this example, the number of shares of Common Stock issuable to the investor who converts the one share of Series C Preferred Stock is:

$1,000	=	1,538 common shares issuable upon conversion of 1 share of C
0.65 x $1

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(c) Following receipt by the Corporation’s duly appointed transfer agent of a notice of conversion to Common Stock from the holder, together with the holder’s stock certificate(s) evidencing the Series C Preferred Stock to be converted, the Corporation’s transfer agent shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable to the holder pursuant to the holder’s conversion in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued, if appropriate, with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred or sold unless it is so registered, or an exemption from registration is available. The shares of Common Stock shall be issued in the same name as the person who is the holder of the Series C Preferred Stock unless the holder assigns such shares to another person or entity and, in the opinion of counsel to the Corporation, such issuance to another person or entity can be made in compliance with applicable securities laws.

(d) All shares of Common Stock delivered upon conversion of the Series C Preferred Stock as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the conversion date, such converted shares of the Series C Preferred Stock shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.(e) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series C Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to allow for such conversion.

3.8 LIQUIDATION PREFERENCE. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series C Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount up to $1,000 per share before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation’s capital stock except Series A Preferred Stock and Series B Preferred Stock. The entire assets of the Corporation available for distribution after the liquidation preferences of both the Series A Preferred Stock and the Series B Preferred Stock are fully met shall be distributed ratably among the holders of the Series C Preferred Stock, up to a maximum of $1,000 per share. Neither an acquisition by, nor a consolidation or merger of the Corporation with, another corporation – even if the Corporation is the non-surviving entity – nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the Corporation.

3.9 VOTING RIGHTS. No voting rights attach to the Series C Preferred Stock, except as required by Delaware law, in which case each share shall have one (1) vote.

3.10 STATUS OF ACQUIRED SHARES. Shares of Series C Preferred Stock called (redeemed) by the Corporation, will be restored to the status of authorized but unissued shares of Series C Preferred Stock.

3.11 PROTECTION PROVISIONS. So long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval of a majority of the holders: (a) alter or change the rights, preferences or privileges of the Series C Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series C Preferred Stock; (c) create any Senior Securities; (d) create any pari passu Securities; or (e) increase the authorized number of shares of Series C Preferred Stock.

3.12 SEVERABILITY OF PROVISIONS. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

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CERTIFICATE OF DESIGNATION, SERIES D PREFERRED STOCK

4.1 DESIGNATION. Two million (2,000,000) shares of Series D Preferred Stock, par value $0.0001 per share, are authorized pursuant to the Corporation’s Certificate of Incorporation, as amended (the “Series D Preferred Stock” or “Series D Preferred Shares”).

4.2  ISSUANCE AND PRICE. Each share of Series D Preferred Stock has an

issuance price of U.S.$1,000 (one thousand U.S. dollars). The issuance price may be changed at any time by a majority vote of the Board of Directors without an amendment to this Certificate of Designation. Consideration accepted as payment for Series D Preferred Shares shall include cash, and any other consideration as determined by a majority vote of the Board of Directors in a share issuance resolution at any meeting or action without meeting.

4.3  CONVERSION RIGHTS.

(a) Shares of Series D Preferred Stock shall have no conversion rights until twelve months from the date of issuance, and then shall have conversion rights as specified in paragraph (b) below.

(b) Each share of Series D Preferred Stock may be converted by its holder, at any time beginning twelve months from the date of issuance, into the number of shares of Common Stock determined by the following formula:

The price paid per share

divided by

0.85 times the volume weighted average closing price for the five most recently concluded trading days

rounded to the nearest whole number of common shares.

Example:

Investor pays $1,000 for one share of Series D Preferred Stock.

The volume weighted average closing price for the five most recently concluded trading days is $1 per share.

In this example, the number of shares of Common Stock issuable to the investor who converts the one share of Series D Preferred Stock is:

$1,000	=	1,176 common shares issuable upon conversion of 1 share of D
0.85 x $1

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(c) Following receipt by the Corporation’s duly appointed transfer agent of a notice of conversion to Common Stock from the holder, together with the holder’s stock certificate(s) evidencing the Series D Preferred Stock to be converted, the Corporation’s transfer agent shall issue and deliver to such holder a certificate for the number of shares of Common Stock issuable to the holder pursuant to the holder’s conversion in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued, if appropriate, with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred or sold unless it is so registered, or an exemption from registration is available. The shares of Common Stock shall be issued in the same name as the person who is the holder of the Series D Preferred Stock unless the holder assigns such shares to another person or entity and, in the opinion of counsel to the Corporation, such issuance to another person or entity can be made in compliance with applicable securities laws.

(d) All shares of Common Stock delivered upon conversion of the Series D Preferred Stock as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the conversion date, such converted shares of the Series D Preferred Stock shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.(e) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series D Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to allow for such conversion.

4.4 DIVIDENDS.  The shares of Series D Preferred Stock shall not be entitled to receive dividends.

4.5 VOTING RIGHTS. No voting rights attach to the Series C Preferred Stock, except as required by Delaware law, in which case each share shall have one (1) vote.

4.6 LIQUIDATION RIGHTS. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series D Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount up to $1,000 per share before any payment shall be made or any assets distributed to the holders of Common Stock. The entire assets of the Corporation available for distribution, after the liquidation preferences of the Series A Preferred Stock and the Series B Preferred Stock and the Series C Preferred Stock are fully met, shall be distributed ratably among the holders of the Series D Preferred Stock, up to a maximum of $1,000 per share. Neither an acquisition by, nor a consolidation or merger of the Corporation with, another corporation – even if the Corporation is the non-surviving entity – nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the Corporation.

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4.7 CALL (REDEMPTION) PROVISION. Shares of Series D Preferred Stock are not callable (redeemable).

4.8 SENIORITY (RANK). For any purpose other than those specifically delineated in Sections 4.1 – 4.7 above, the Series D Preferred Stock Class shall have seniority, priority and rank over all other classes and series of stock except Series A, Series B and Series C Preferred Stock Classes.

4.9 SEVERABILITY OF PROVISIONS. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

4.10 AMENDMENTS. The provisions of Series D Preferred Stock Class (Sections 4.1 – 4.10 of this Certificate of Designations) may not be amended without the unanimous vote of the Board of Directors and a majority of the shares of the Series D Preferred Stock Class.

UNDESIGNATED PREFERRED STOCK

5.1 PREFERRED SHARES NOT DESIGNATED. Ninety-seven million three hundred ninety thousand (97,390,000) shares of the Preferred Stock Class of the Corporation are not designated and may not be issued until designated.

5.2 DESIGNATING UNDESIGNATED PREFERRED SHARES. Additional, undesignated shares of Preferred Stock may be designated for any existing series of Preferred Stock, and new series of Preferred Stock may be designated using undesignated shares of Preferred Stock, at any time by majority vote of the Board of Directors, through an amendment of this Certificate of Designations, subject to the limitations imposed by the other provisions of this Certificate of Designations. No more than 100,000,000 shares of Preferred Stock may be designated in total.

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CERTIFICATE OF DESIGNATION, COMMON STOCK

6.1 DESIGNATION. The number of authorized shares of the Common Stock class of this Corporation, and the par value thereof, shall be as is designated in the Corporation’s Certificate of Incorporation, as amended.

6.2 CONVERSION RIGHTS. Shares of the Common Stock shall have no conversion rights.

6.3 DIVIDENDS.  The holders of the Common Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion, except that, upon any declaration of a dividend, no more than twenty percent (20%) of the total aggregate value of the dividend may be payable to the holders of the Common Stock.

6.4 VOTING RIGHTS.

(a) For matters in which Delaware law restricts voting only to those shares of this Common Stock Class, each share of the Common Stock shall have one (1) vote.

(b) For all other matters in which shares of the Common Stock are legally allowed to vote, each share of Common Stock shall be entitled to one (1) vote.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 21^st day of July, 2014.

By:	Abraham Dominguez Cinta, President

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WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE

DIRECTORS OF

GO EZ CORPORATION

A DELAWARE CORPORATION

The undersigned, being all of the duly appointed and acting members of the Board of Directors of Go Ez Corporation, a Delaware corporation (the “Company”), do hereby consent to the adoption of, and do hereby adopt, the following resolutions with the same force and effect as if adopted at a meeting of the Board of Directors duly called and held, pursuant to the Corporation Revised Statutes and pursuant to the bylaws of the Company.

IT IS HEREBY RESOLVED that the Company duly adopts the above Certificate of Designations, effective upon the date that these Certificate of Designations are filed in the office of the Secretary of State of the State of Delaware. Four series of authorized preferred shares shall be hereby created and the designation, the number of shares thereof, the powers, the preferences, the rights of the shares of each series, and the qualifications, limitations and restrictions thereof are detailed in the Certificate of Designations. This Certificate of Designations is duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware.

The Officers and Secretary of the Company are hereby directed to do all things necessary to implement these resolutions and to execute any required filings with the State of Delaware and the Securities and Exchange Commission.

IN WITNESS WHEREOF, the undersigned has executed this Unanimous Written Consent this 21^st day of July, 2014.

Director of the Board:

Abraham Dominguez Cinta

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EX-5.1

EXHIBIT 5.1 

Lorin A. Rosen, Esq. Admitted in NY   Managing Attorney  

September 10, 2015

Board of Directors 

Go Ez Corporation 

6782 Collins Avenue 

Miami Beach, FL 33141

Re: Go Ez Corporation Registration Statement on Amended Form S-1

Dear Mr. Abraham Cinta:

Go Ez Corporation (the “Company”) has requested that I render the amended opinion set forth in this letter in connection with the Company’s Amended Registration Statement on Form S-1 (the “Amended Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement pertains to the registration of up to 387,500 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company, including 137,500 shares already issued and described in more detail in this paragraph (the “Issued Shares”) and 250,000 shares to be issued in accordance with the terms and conditions described in the Registration Statement and Prospectus (the “Offering Shares”). The Issued Shares being registered consists of 70,000 shares issued to Mr. Roger Ng pursuant to a Stock Purchase Agreement between the Company and Mr. Ng dated December 22, 2014, and 67,500 shares issued to Mr. Abraham Cinta for services rendered to the Company pursuant to a Contractor Agreement between the Company and Mr. Cinta dated May 1, 2014. 250,000 shares are being registered by the Company and are being offered for sale on a best efforts basis.

In rendering this opinion, I have examined and relied upon copies of such documents and instruments that I have deemed necessary for the expression of the opinions contained herein, including the Registration Statement, Prospectus, the Company’s Certificate of Incorporation and Bylaws, the Stock Purchase Agreement between the Company and Mr. Ng, the Consultant Agreement between the Company and Mr. Cinta dated May 1, 2014, and the corporate action of the Company that provides for the issuance of the Shares, and I have made such other investigation as I have deemed appropriate. I have also examined and relied upon certificates of public officials. In my examination of these documents, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to me as originals and the conformity to the original documents of all copies.

Based upon the foregoing examination, I am of the opinion that the Offering Shares, when issued and paid for as described in the Amended Registration Statement, will be legally issued, fully paid and non-assessable. I am further of the opinion that the Issued Shares, which are now being registered for resale, are legally issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Delaware. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement filed by the Company and to the reference to my firm in the related prospectus. In giving the foregoing consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

EX-10.1

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of December 22, 2014, by and among GoEz Corp., a Delaware corporation (the “Company”), and Federal Technology Agency, Inc., a privately held Delaware corporation (“FTA”), and the persons executing this Agreement listed on the signature page hereto under the headings “FTA Shareholder” (referred to as the “FTA Shareholder”) and “GoEzBoard of Directors” (referred to as the “GoEzBoard”), each a “Party” and collectively the “Parties,” upon the following premises:

Premises

WHEREAS, the FTA Shareholder owns 7,000 shares of common stock, totaling seventy percent (70%) of the issued and outstanding shares of FTA;

WHEREAS, the Company is a publicly-held corporation organized and existing under the laws of the State of Delaware whose common stock (the “Common Stock”) is quoted on the Over-The-Counter Bulletin Board under the symbol “GEZC”;

WHEREAS, FTA is a privately held corporation organized and existing under the laws of the State of Delaware;

WHEREAS, the Company desires to acquire from the FTA Shareholder 7,000 shares (70%) of the total issued and outstanding shares of FTA in exchange for the consideration (the “Consideration”) described in full in Appendix I to this Agreement (the “Acquisition Offer” or the “Acquisition”), so that FTA will become a majority-owned (70%-owned) subsidiary of the Company;

WHEREAS, the Acquisition is intended to be a tax-free exchange under sections 351(a) and 368(c) of the United States Internal Revenue Code; and

WHEREAS, the FTA Shareholders desire to exchange 7,000 (70%) of his shares in FTA in exchange for the Consideration.

Agreement

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows (beginning on following page):

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ARTICLE I

  REPRESENTATIONS, COVENANTS, AND WARRANTIES OF

FTA AND FTA SHAREHOLDER

As an inducement to and to obtain the reliance of the Company, except as set forth on the FTA Schedules (as hereinafter defined, which shall contain any exceptions or qualifications to the representations and warranties are set forth below), FTA and the FTA Shareholder jointly and severally represent and warrant as follows:

Section 1.01 Organization. FTA is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. FTA has the corporate power and is duly authorized, qualified, under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualifications to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Pursuant to Section 1.16 below FTA has provided to the Company complete and correct copies of the Articles of Incorporation and Bylaws of FTA in effect as of the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of FTA’s Articles of Incorporation (or similar organizational documents) or Bylaws. FTA has taken and shall take all actions required by law, its Articles of Incorporation (or similar organizational documents), or otherwise to authorize the execution and delivery of this Agreement, and to consummate the transactions herein contemplated.

Section 1.02 Capitalization.

(a) The authorized capitalization of FTA consists of 10,000 shares of common stock of which 10,000 shares are currently issued and outstanding.

(b) All issued and outstanding shares of FTA are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 1.03 Other Information.

(a) FTA has no liabilities with respect to the payment of any federal, provincial, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet payable as provided in FTA Schedules.

(b) FTA has filed all federal, provincial, state or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

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(c) The books and records of FTA are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

(d) FTA has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise except as disclosed in writing to the Company in the FTA Schedules (defined herein).

Section 1.04 Information. The information concerning FTA and the FTA Shareholder set forth in this Agreement and the representations and warranties made by such parties under Article I of this Agreement and in the FTA Schedules are complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 1.05 Options, Warrants, Convertible Securities. There are no existing options, warrants, calls, convertible securities or commitments of any character relating to the authorized and unissued stock of FTA.

Section 1.06 Absence of Certain Changes or Events. Since November 30, 2013:

(a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA;

(b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;

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(c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and

(d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.

Section 1.07 FTA and Related Matters. No third party has any right to, and FTA has not received any notice of infringement of or conflict with asserted rights of others with respect to, any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the proposed business, operations, financial condition, income, or business prospects of FTA or any material portion of its properties, assets, or rights.

Section 1.08 Litigation and Proceedings. There are no actions, suits, or proceedings pending or, to the knowledge of FTA or FTA Shareholder after reasonable investigation, threatened by or against FTA or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. FTA Shareholder does not have any knowledge of any material default with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.09 Contracts.

(a) There are no material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which FTA is a party, or by which any of its assets, products, technology, or properties are bound, other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which involves aggregate obligations of at least Five Thousand Dollars ($5,000);

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(b) All contracts, agreements, franchises, license agreements, and other commitments, if any, to which FTA is a party and which are material to the operations or proposed operations of FTA taken as a whole are valid and enforceable by FTA in all material respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;

(c) FTA is not a party to or bound by, and the properties of FTA are not subject to, any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of FTA; and

(d) FTA is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on thirty (30) days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture relating to the borrowing of money in excess of Five Thousand Dollars ($5,000); (iv) guaranty of any obligation, other than one on which FTA is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one (1) year or providing for payments in excess of Ten Thousand Dollars ($10,000) in the aggregate; (v) collective bargaining agreement; or (vi) agreement with any present or former officer or director of FTA.

Section 1.10 Material Contract Defaults. FTA is not in default in any material respects under the terms of any outstanding material contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of FTA, and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which FTA has not taken adequate steps to prevent such a default from occurring.

Section 1.11 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which FTA is a party or to which any of its properties or operations are subject.

Section 1.12 Governmental Authorizations. FTA has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof.

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Except for compliance with federal, provincial and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by FTA and FTA Shareholder of this Agreement and the consummation by FTA and FTA Shareholder of the transactions contemplated hereby.

Section 1.13 Compliance With Laws and Regulations. FTA has complied with all applicable statutes and regulations of any federal, provincial, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of FTA or except to the extent that noncompliance would not result in the occurrence of any material liability for FTA or otherwise adversely affect any licenses.

Section 1.14 Approval of Agreement. The Board of Directors of FTA shall have authorized the execution and delivery of this Agreement by FTA and approved this Agreement and the transactions contemplated set forth herein.

Section 1.15 Material Related-Party Transactions or Affiliations. Set forth in the FTA Schedules is a description, if applicable, of every contract, agreement, or arrangement between FTA and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by any FTA Shareholder to own beneficially, five percent (5%) or more of the issued and outstanding common stock of FTA and which is to be performed in whole or in part after the date hereof or which was entered into not more than three (3) years prior to the date hereof. Except as disclosed in the FTA Schedules or otherwise disclosed herein, no officer, director, or five percent (5%) shareholder of FTA has, or has had since the date of this agreement, any known interest, direct or indirect, in any transaction with FTA which was material to the business of FTA. There are no commitments by FTA, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person.

Section 1.16 Deliverables Under Section 1.16 of the FTA Schedules. FTA will deliver to the Company the following items pursuant to this Section 1.16 (“Section 1.16 Schedule Items”), if such schedules are applicable to the business of FTA, which are collectively referred to, along with all other schedules required by this Article, as the “FTA Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the principal executive officer of FTA as complete, true, and correct as of the date of this Agreement in all material respects. Section 1.16 Schedule Items shall be delivered within 10 days following the execution of this Agreement:

(a) Complete and correct copies of the Bylaws, Articles of Incorporation or similar organizational documents of FTA in effect as of the date of this Agreement, including any amendments thereto;

(b) all corporate resolutions adopted by the Shareholders of FTA since inception;

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(c) Minutes of meetings of the Board of Directors or Written Consent resolutions in lieu of a meeting of FTA in which resolutions were adopted relating to the operation of FTA business or other material events requiring a vote of either the Board or Shareholders ( the adoption of resolutions relating to the annual election of officers and appointment of Directors is not considered material);

(d) a list indicating the name and address of each shareholder of FTA together with the number of shares owned by him, her or it;

(e) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by FTA. Any fact known to be, or to the best knowledge of the FTA Shareholder or after reasonable investigation, reasonably believed to be, contrary to any of the representations, covenants, and warranties made in Article I are required to be disclosed in the FTA Schedules pursuant to this Section 1.16(e);

(f) a copy of all existing and legally enforceable contracts, agreements, service agreements or other existing and legally enforceable agreements, whether verbal or written; and

(g) a schedule of any and all limitations or qualifications or exceptions to the representations, covenants and warranties of FTA and FTA Shareholder contained in Article 1 of this Agreement, if any.

FTA shall cause the FTA Schedules and the instruments and data delivered to the Company hereunder to be promptly updated after the date hereof up to and including the Closing Date.

Section 1.17 Valid Obligation. This Agreement and all agreements and other documents executed by FTA and FTA Shareholder in connection herewith constitute the valid and binding obligation of FTA and FTA Shareholder, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 1.18 Acquisition of the Shares by FTA Shareholder. Any shares which may be issued to the FTA Shareholder in connection with the Compensation (as defined in Appendix I to this Agreement, the “Shares”) is being acquired by the FTA Shareholder for his own account without the participation of any other person and with the intent of holding the Shares for investment purposes and without the intent of participating, directly or indirectly, in a distribution of the Shares, or any portion thereof, and not with a view to, or for resale in connection with, any distribution of the Shares, or any portion thereof. FTA Shareholder has read, understood and consulted with their legal counsel regarding the limitations and requirements of Section 5 of the Securities Act of 1933, as amended (the “1933 Act”). FTA Shareholder will offer, sell, pledge, convey or otherwise transfer the Shares, or any portion thereof, only if: (i) pursuant to an effective registration statement under the 1933 Act and any and all applicable state securities or Blue Sky laws or in a transaction which is otherwise in compliance with the 1933 Act and such laws; or (ii) pursuant to a valid exemption from registration.

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Section 1.19 Exemption from Registration. The Acquisition and the transactions contemplated thereby, meet an exemption from registration pursuant to Section 4(a)(2) of the 1933 Act.

Section 1.20. Representations, Acknowledgements and Warranties of FTAShareholder. FTA Shareholder represents, acknowledges and warrants the following to the Company, except as set forth on the FTA Schedules (as hereinafter defined, which shall contain any exceptions or qualifications to the representations and warranties are set forth below), and agrees that such representations, acknowledgements and warranties shall be automatically reconfirmed on the Closing Date:

(a) The FTA Shareholder recognizes that any shares issued as part of the Compensation (as that term is defined in Appendix I to this Agreement) have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the 1933 Act or unless an exemption from registration is available. Each FTA Shareholder may not sell the Shares without registering them under the 1933 Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;

(a) The FTA Shareholder is acquiring such Shares issued in connection with the Compensation for his own account as a long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he does not presently have any reason to anticipate any change in his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of the Shares. No one other than the FTA Shareholder will have any beneficial interest in said securities;

(b) The FTA Shareholder acknowledges, represents and confirms that he:

a. Is a “sophisticated investor”, and

b.  Has had an opportunity to and in fact has thoroughly reviewed the Company’s periodic reports (Forms 10-K and 10-Q) filings, current report filings (Form 8-K) and the audited and unaudited financial statements, risk factors, results of operations and related business disclosures described therein at http:///www. SEC. gov (“EDGAR”); has had a reasonable opportunity to ask questions of and receive answers; and has no pending questions as of the date of this Agreement;

(c) The FTA Shareholder, either alone or in consultation with his legal and financial representatives and advisors, has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Shares;

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(d) The FTA Shareholder recognizes that an investment in the Company is a speculative venture and that the total amount of consideration tendered in connection with the Acquisition Offer is placed at the risk of the business and may be completely lost. The ownership of any Shares as an investment involves special risks;

(e) The FTA Shareholder realizes that any shares issued as part of the Compensation cannot readily be sold as they will be restricted securities and therefore the Shares must not be accepted in the Acquisition Offer unless such FTA Shareholder has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and such FTA Shareholder can provide for current needs and possible personal contingencies;

(f) The FTA Shareholder confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment. Each FTA Shareholder also represents that it has (i) adequate means of providing for its current needs and possible personal contingencies, and (ii) has no need for liquidity in this particular investment;

(g) All information which the FTA Shareholder has provided to the Company concerning such FTA Shareholder's financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to the Closing Date, such FTA Shareholder will immediately provide the Company with such updated information;

(h) The FTA Shareholder has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the Shares are a suitable investment for him; and

(i) The FTA Shareholder has not become aware of and has not been offered the Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such FTA Shareholder’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.

Section 1.21. Insider Trading. The FTA Shareholder certifies and confirms that he has not personally, nor through any third parties, purchased, nor caused to be purchased in the public marketplace any publicly-traded shares of the Company. The FTA Shareholder further certifies and confirms that he has not communicated the nature of the transactions contemplated herein, is not aware of any disclosure of non-public information regarding the Company or the transactions contemplated herein, and is not a party to any insider trading in the Company’s securities. The FTA Shareholder further certifies and confirms that he has not “tipped” any related parties nor third parties regarding the transactions contemplated herein, and/or advised any parties to purchase shares of the Company’s securities in the marketplace.

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ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY AND GoEz SHAREHOLDERS

As an inducement to, and to obtain the reliance of FTA and the FTA Shareholder, except as set forth in the Company Schedules (as hereinafter defined), the Company and GoEz Shareholders represent and warrant as follows:

Section 2.01 Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted and as contemplated after the Acquisition, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. As part of due diligence the Company has provided to FTA complete and correct copies of the Articles of Incorporation and Bylaws (or similar organizational documents) of the Company as in effect on the date hereof, including all amendments thereto. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company's Articles of Incorporation or Bylaws (or similar organizational documents). The Company has taken or shall take all action required by law, its Articles of Incorporation, its Bylaws (or similar organizational documents), or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken or shall take all action required by law, its Articles of Incorporation, Bylaws, (or similar organizational documents) or otherwise to consummate the transactions herein contemplated.

Section 2.02 Capitalization. The Company is authorized to issue 800,000,000 shares of Common Stock plus 100,000,000 shares of Preferred Stock, and has approximately 1,368,000 shares of Common Stock outstanding as of the date of this Agreement. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 2.03 Subsidiaries and Predecessor Corporations. The Company does not have any predecessor corporation(s) or subsidiary(ies), except as set forth in the Company's EDGAR filings, and does not own, beneficially or of record, any shares of any other corporation, other than as set forth on Schedule 2.03 or set forth in the Company's EDGAR filings, attached hereto.

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Section 2.04 Financial Statements.

(a) The Company has no liabilities with respect to the payment of any federal, provincial, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

(b) To the knowledge of the Company the books and records, financial and otherwise, of the Company are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.05 Information. The information concerning the Company set forth in this Agreement and the Company Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 2.05 of the Company Disclosures the Company has fully disclosed in writing to FTA (through this Agreement, the Company's EDGAR filings or the Company Schedules) all information, relating to matters involving the Company or its assets or its present or past operations or activities which (i) indicated or may reasonably indicate, in the aggregate, the existence of a greater than Fifty Thousand Dollars ($50,000) liability, (ii) have led or may lead to a competitive disadvantage on the part of the Company, (iii) the existence of any accounts payable outstanding by the Company as of the date hereof, or (iv) either alone or in aggregation with other information covered by this Section, otherwise have led or may reasonably lead to a material adverse effect on the transactions contemplated herein or on the Company or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, and securities matters and transactions with affiliates.

Section 2.06 Convertible Securities, Options or Warrants. Except as set forth in Schedule 2.06, there are no existing convertible securities, options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of the Company, except as otherwise set forth in the Company Schedules and/or described in the Company’s EDGAR filings.

Section 2.07 Absence of Certain Changes or Events. Except as disclosed in Schedule 2.07, set forth in the Company's EDGAR filings, or provided in writing to FTA, as of the date of the Company’s September 30, 2014 balance sheet:

(a) There has not been (i) any material adverse change in the business, operations, properties, assets or condition of the Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of the Company;

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(b) The Company has not (i) amended its Articles of Incorporation or Bylaws (or similar organizational documents) except as required under this Agreement; (ii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of the Company; (iii) made any material change in its method of management, operation, or accounting; (iv) entered into any transaction or agreement other than in the ordinary course of business; or (v) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); and 

(c) The Company has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Company.

Section 2.08 Title and Related Matters. Except as set forth in Section 2.08 of the Company Disclosures, the Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet.

Section 2.09 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, except as set forth in the Company's EDGAR filings. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 2.10 Contracts. Except as otherwise set forth in Section 2.10 of the Company Schedules or the EDGAR filings:

(a) The Company is not a party to, and its assets, products, technology and properties are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral;

(b) All contracts, agreements, franchises, license agreements, and other commitments to which the Company is a party or by which its properties are bound and which are material to the operations of the Company taken as a whole are valid and enforceable by the Company in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and

(c) The Company is not a party to or bound by, and the properties of the Company are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of the Company.

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Section 2.11 Material Contract Defaults. The Company to its knowledge is not in default in any respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of the Company and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

Section 2.12 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets or operations are subject.

Section 2.13 Governmental Authorizations. The Company has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal, provincial and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (excluding authorizations, approvals and/or consents relating to the acquisition by the Company of FTA, which the Company makes no representations in connection with).

Section 2.14 Compliance With Laws and Regulations. To the best of its knowledge, the Company has complied with all applicable statutes and regulations of any federal, provincial, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability. This compliance includes, but is not limited to, the filing of all reports, filings and schedules to date with federal, provincial and state securities authorities.

Section 2.15 Approval of Agreement. The Board of Directors of the Company will authorize the execution and delivery of this Agreement by the Company and approve this Agreement and the transactions contemplated hereby prior to the Closing Date.

Section 2.16 Material Transactions or Affiliations. As of the date hereof, and except as listed in the financial statements, the Company has no off-balance sheet commitments, whether written or oral, with any affiliate or vendor of the Company or any other person.

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Section 2.17 Deliverables Under Section 2.17 of the Company Schedules. No later than 10 days from the Closing Date, the Company will deliver, if it has not already, to FTA the following items (if any) pursuant to this Section 2.17 (“Section 2.17 Schedule Items”), which together with all other schedules required by Article II, are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, to be complete, true, and accurate in all material respects as of the date of this Agreement:

(a) a spreadsheet setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;

(b) a schedule listing any and all federal, provincial, state and local tax identification numbers of the Company and containing complete and correct copies of all federal, provincial, state and local tax returns filed by the Company; and

(c) complete, correct and file stamped copies of the Bylaws, Articles of Incorporation or similar organizational documents of the Company in effect as of the date of this Agreement;

Section 2.18 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding may be brought.

Section 2.19 Reporting Requirements of the Company. The Company is subject to the reporting and filing requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to the best of the Company’s knowledge, is current in its periodic reporting obligations thereunder.

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ARTICLE III

PLAN OF EXCHANGE

Section 3.01 The Acquisition.

(a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), FTA and the FTA Shareholder shall accept the Acquisition Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of FTA set forth herein, in the aggregate constituting no less than Seventy Percent (70%) of the issued and outstanding shares of FTA to the Company at the Closing representing 7,000 shares.

(b) The Company shall accept the Acquisition Offer, and shall, on the terms and conditions set forth in this Agreement, compensate the FTA Shareholder according to Appendix I of this Agreement (the “Compensation”) which shall include certain shares of the Company (the “Shares”) in consideration for 7,000 FTA shares, which represents Seventy Percent (70%) of the ownership interest in FTA.

Section 3.02 Closing. The closing (“Closing”) of the transaction contemplated by this Agreement shall occur automatically, and without any further required action from either party, upon the satisfaction of the Closing Conditions (described below) which date shall in no event be later than December 31, 2014, unless such date is extended in writing by the mutual consent of all Parties (the “Closing Date”).

(a) The following “Closing Conditions” shall have occurred, or have been waived by FTA and the Company in writing, prior to the Closing Date:

(i) This Agreement and all transactions contemplated hereunder shall have been approved by the Board of Directors of the Company (“GoEz Board”);

(ii) FTA Shareholder shall surrender and transfer 7,000 shares representing Seventy Percent (70%) of the outstanding shares of FTA, duly endorsed with Medallion Guaranteed stock powers or notarized signatures of the holders thereof so as to make the Company the sole owner thereof;

(iii) FTA shall supply the Company with a copy of the Unanimous Written Consent of the Board of Directors of FTA which adopts resolutions approving and consenting to this Agreement and the transactions contemplated herein;

(iv) FTA will deliver any documents described in Article I including, but not limited to, any documents evidencing the purchase or other acquisition of shares of any other business entities; and

(v) The Company and FTA shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

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Section 3.03 Tradability of Shares. The Shares to be issued to FTA Shareholder as part of the Compensation have not been registered under the 1933 Act, nor registered under any state securities law, and are "restricted securities" as that term is defined in Rule 144 under the 1933 Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act. The Shares will bear the following restrictive legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

Section 3.04 Termination.

(a) This Agreement may be terminated by either the Board of Directors of the Company, FTA or FTA Shareholder at any time prior to the Closing Date if: 

(i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Board of Directors or shareholders, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Acquisition; or

(ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the Securities and Acquisition Commission) or in the judgment of such Board of Directors or shareholders, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Acquisition.

In the event of termination pursuant to this paragraph, no obligation, right or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein.

No revenue ruling or opinion of counsel will be sought as to the tax-free nature of the subject Acquisition and such tax treatment is not a condition to the Closing contemplated herein.

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ARTICLE IV

SPECIAL COVENANTS

Section 4.01 Access to Properties and Records. The Company and FTA will each afford to the officers and authorized representatives of the other reasonable access to the properties, books and records of the Company or FTA, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to understand of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of the Company or FTA, as the case may be, as the other shall from time to time reasonably request for the purposes of their due diligence requirements. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each party hereto shall cooperate fully therein. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement. In order that each party may investigate as it may wish the business affairs of the other, each party shall furnish the other during such period with all of such information and copies of such documents concerning the affairs of it as the other party may reasonably request, and cause its officers, employees, consultants, agents, accountants, and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other parties all material facts affecting its financial condition, business operations, and the conduct of operations.

Section 4.02 Delivery of Books and Records and Bank Accounts. At the Closing, FTA shall deliver to the Company copies of the corporate minute books, books of account, contracts, records, and all other books or documents including the bank accounts of FTA now in the possession of FTA or its representatives.

Section 4.03 Third Party Consents and Certificates. The Company and FTA agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.04 Actions Prior to Closing.

(a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (b) below), will each:

(i) carry on its business in substantially the same manner as it has heretofore;

(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

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(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.

(b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA will:

(i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement;

(ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); 

(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or

(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Section 4.05 Indemnification.

(a) Indemnification of the Company. Subject to the terms and conditions of this Section 4.05(a), FTA and FTA Shareholder agree to jointly and severally, indemnify, defend and hold harmless the Company, its respective affiliates, its respective present and former directors, officers, shareholders, employees, attorneys and agents and its respective heirs, executors, administrators, successors and assigns (the “Company Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any Company Indemnified Person, arising out of or resulting from, directly or indirectly:

(i) The inaccuracy of any representation or breach of any material warranty of the Company contained in or made pursuant to this Agreement which was not disclosed to the Company in writing prior to the Closing;

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(ii) The breach of any material covenant or agreement of the Company contained in this Agreement; or

(iii) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Company in connection with this Agreement;

provided, however, that FTA and FTA Shareholder shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by the Company, of any of its obligations under this Agreement or from the Company’s gross negligence, fraud or willful misconduct. The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

(b) Indemnification of FTA. Subject to the terms and conditions of this Section 4.05(b), from and after the Closing, the Company agrees to indemnify, defend and hold harmless FTA, its respective affiliates, its respective present and former directors, officers, shareholders, employees, attorneys and agents and its respective heirs, executors, administrators, successors and assigns and FTA Shareholder (the “FTA Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any FTA Indemnified Person, arising out of or resulting from, directly or indirectly:

(i) The inaccuracy of any representation or breach of any material warranty of the FTA Shareholder contained in or made pursuant to this Agreement which was not disclosed to FTA in writing prior to the Closing;

(ii) The breach of any material covenant or agreement of the Company contained in this Agreement; or

(iii) any claim to fees or costs for alleged services rendered by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Company in connection with this Agreement;

provided, however, that the Company shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by FTA or FTAShareholder of their obligations under this Agreement or from FTA’s or any FTA Indemnified Persons’ gross negligence, fraud or willful misconduct. The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

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Section 4.06 Indemnification of Subsequent Corporate Actions. FTA hereby represents and warrants that it will indemnify and hold harmless any officer, director, controlling shareholder, attorney, agent or representative of the Company, or any other person affiliated with the Company, from any decisions or activities not involving the Company, subsequent to the Closing Date of the transactions contemplated by this Agreement. Corporate actions taken by the Company following the transactions contemplated by this Agreement may include, but are not limited to:

(a) Issuing shares of Common or Preferred Stock which may constitute a majority of shares issued;

(b) Amend Articles of Incorporation to change the name of the Company, change the capital structure of the Company, or any other amendment;

(c) Change the stock quotation service, market or exchange on which the Company’s shares are listed; and

(d) Changing the status of company from a shell to non-shell corporation as that term is defined by Rule 405 of the Securities Act and filing such documents as necessary to achieve such purpose.

Section 4.07 Retention of Current Management of FTA. FTA agrees not to retire, resign or otherwise abdicate its officer or director of FTA and the responsibilities that those offices have entailed prior to this Agreement, and further agrees not to make any changes in the management personnel or service providers of the FTA business, for a period of two (2) years from the date of this Agreement, without the express written permission of the President of the Company.

Section 4.08 Covenant Not to Sell Ownership Stake of FTA. FTA Shareholder agrees not to sell any shares or other securities or ownership units of FTA, for a period of two (2) years from the date of this Agreement, without the express written permission of the Company’s Board of the Company.

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ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

The obligations of the Company under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 5.01 Ownership of FTA. Prior to the Closing Date, FTA Shareholder shall have demonstrated to the Company, with evidence reasonably satisfactory to the Company, that FTA Shareholder are the owners of One Hundred Percent (100%) of the issued and outstanding securities of FTA.

Section 5.02 Accuracy of Representations and Performance of Covenants. The representations and warranties made by FTA and FTA Shareholder in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). FTA and FTA Shareholder shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by FTA or FTA Shareholder prior to or at the Closing. The Company shall be furnished with a certificate, signed by a duly authorized executive officer of FTA and dated the Closing Date, to the foregoing effect.

Section 5.03 Officer's Certificate. The Company shall have been furnished with a certificate dated as of the Closing Date and signed by a duly authorized officer of FTA to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of FTA threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in FTA Schedules, by or against FTA, which might result in any material adverse change in any of the assets, properties, business, or operations of FTA.

Section 5.04 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material change in the financial condition, business, or operations of FTA nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable by the Company in its reasonable discretion.

Section 5.05 Approval by FTA. The Acquisition shall have been approved, and Shares delivered in accordance with Section 3.01, by FTA and FTA Shareholder. The Board of Directors of FTA shall have approved the transactions contemplated by this Agreement.

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Section 5.06 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 5.07 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and FTA after the Closing Date on the basis as presently operated shall have been obtained.

Section 5.08 Assurances. Unless otherwise agreed by the parties, prior to the Closing Date FTA will:

(a) not create, allot, issue, acquire, repay or redeem any charter or loan capital or agree, arrange or undertake to do any of those things or acquire or agree to acquire, an interest in a corporate body or merge or consolidate with a corporate body or any other person, enter into any demerger transaction or participate in any other type of corporate reconstruction;

(b) operate its business in the usual way so as to maintain that business as a going concern;

(c) not acquire or dispose of, or agree to acquire or dispose of, any revenues, assets, business or undertakings except in the usual course of its business or assume or incur, or agree to assume or incur, a liability, obligation or expense (actual or contingent) except in the usual course of its business;

(d) not declare, pay or make a dividend or distribution;

(e) not pass a shareholders' resolution, other than as set out in this Agreement;

(f) not create, or agree to create or amend, an encumbrance over any licenses, property or assets owned by it;

(g) not grant any options or other rights to subscribe for or acquire shares or other securities in their charter or loan capital;

(h) not act (or omit to act) in a manner which might cause or result in any license, consent, or approval or concession held by it to be amended or revoked;

(i) not make any material change in the nature or organization of its business;

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(j) comply with all of its contractual, statutory and regulatory obligations;

(k) not enter into a long-term, onerous, unusual or material agreement, arrangement or obligation outside the scope of ordinary business;

(l) not amend or terminate a material agreement, arrangement or obligation to which it is a party or terminate any contract or commitment which is not capable of being terminated without compensation or which is not in the ordinary course of business;

(m) not enter into, amend or terminate a contract (including a series of related contracts) involving capital expenditure in excess of USD $100,000 (one hundred thousand US Dollars), except with the agreement of the Company;

(n) not compromise or settle litigation or arbitration proceedings or any action, demand or dispute or waive a right in relation to litigation or arbitration proceedings;

(o) not release, discharge or compound any liability or claim;

(p) conduct its business in all material respects in accordance with all applicable legal and administrative requirements in any jurisdiction; and

(q) co-operate with the Company to allow the Company and its agents access to, and to take copies of, the books and records of each FTA including, without limitation, the statutory books, minute books, leases, licenses, contracts, details of receivables, intellectual property, supplier lists and customer lists in the possession or control of each FTA.

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ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF

FTA AND FTA SHAREHOLDERS

The obligations of FTA and FTA Shareholder under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date.

Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company and shall have satisfied all conditions set forth herein prior to or at the Closing. FTA shall have been furnished with certificates, signed by duly authorized executive officers of the Company and dated the Closing Date, to the foregoing effect.

Section 6.02 Officer's Certificate. FTA shall have been furnished with certificates dated the Closing Date and signed by the duly authorized executive officer of the Company, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of the Company threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Company Schedules, by or against the Company, which might result in any material adverse change in any of the assets, properties or operations of the Company.

Section 6.03 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any change in the financial condition, business or operations of the Company nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable by FTA or FTA Shareholder.

Section 6.04 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 6.05 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and FTA after the Closing Date on the basis as presently operated shall have been obtained.

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ARTICLE VII

MISCELLANEOUS

Section 7.01 No Bankruptcy and No Criminal Convictions. None of the Parties to this Agreement, or their officers, directors or affiliates, promoters, beneficial shareholders or control persons, nor any predecessor thereof have been subject to the following (unless otherwise disclosed in FTA Schedules or Company Schedules):

(a) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer within the past ten (10) years;

(b) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

(d) Being found by a court of competent jurisdiction (in a civil action), the Securities and Acquisition Commission (the “SEC”) or the Commodity Futures Trading Commission to have violated a federal, provincial or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 7.02 Broker/Finder’s Fee. No broker’s or finder’s fee will be paid in connection with the transaction contemplated by this Agreement other than fees payable to persons registered as broker-dealers pursuant to Section 15 of the Securities Acquisition Act of 1934. The Company and FTA agree that, except as set forth herein and on Schedule 7.02 attached hereto, there were no brokers or finders involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Company, and FTA, each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

Section 7.03 Governing Law and Arbitration. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Delaware giving effect to principles of conflicts of law thereunder. All controversies, disputes or claims arising out of or relating to this Agreement shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. All arbitrators shall possess such experience in, and knowledge of, the subject area of the controversy or claim so as to qualify as an “expert” with respect to such subject matter. The governing law for the purposes of any arbitration arising hereunder shall be in Clark County, Nevada. The prevailing party shall be entitled to receive its reasonable attorney’s fees and all costs relating to the arbitration. Any award rendered by arbitration shall be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.

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Section 7.04 Notices. Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, to the parties at the following addresses or facsimile numbers:

If to the Company, to:	GoEz Corp.
	Attn: Abraham Cinta
	Address: 101 First Street #493
	Los Altos CA, 94022
	Email: abraham.cinta@goezcorp.com
with a cc: to	Lorin A. Rosen, Esq. Attorney at Law
	LAR Law Group PC
	6 Butler Court
	Centereach NY 11720
	larlawgroup@gmail.com
If to FTA Inc.,	Federal Technology Agency Inc.
	Attn: Carlos Lopez
	Address: 1047 Amarillo Avenue
	Palo Alto CA, 94303
	E-mail: carlos.lopezmartinez@gmail.com

or at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.

Section 7.05 Attorney's Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

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Section 7.06 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others (which information shall include the existence of this Agreement and the transactions contemplated herein), except (i) to the extent such data or information is published, is a matter of public knowledge (through no fault or action of the Party holding such information on behalf of the other Party), or is required by a court of competent jurisdiction to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein. FTA agrees and consents to the disclosure by the Company of any material information regarding FTA which the Company or its counsel deems necessary for disclosure in the Company’s public filings on EDGAR in connection with the Company’s current or periodic report filings. The Company shall not be required to obtain the prior consent of FTA to publicly disclose such information.

Section 7.07 Publicity. Prior to or after the Closing of the transaction contemplated herein, any announcement, or press or news release by FTA or its shareholders, employees, officers, directors, or agents shall be reviewed and approved by the Company prior to its release, subject to any requirements of law. The Company shall be allowed to make any announcements relating to this Agreement or the transactions contemplated herein, and shall be allowed to file this Agreement and any exhibits or related agreements as may be required pursuant to the Company’s public reporting obligations with the Securities and Acquisition Commission, subject to prior approval by FTA, which approval shall not be unreasonably withheld. Prior to the Closing and prior to the Closing Date, FTA shall make no announcements relating to this Agreement, the Company or the transactions contemplated herein without the prior written consent of the Company, which approval will not be unreasonably withheld.

Section 7.08 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement and FTA and FTA Shareholder are deemed to have knowledge of the information set forth in the Company's EDGAR filings.

Section 7.09 Third Party Beneficiaries. This contract is strictly between the Company and FTA, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

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Section 7.10 Expenses. The Company and FTA each hereto agree to pay their own costs and expenses incurred in negotiating this Agreement including legal, accounting and professional fees, incurred in connection with the Acquisition or any of the other transactions contemplated hereby, and those costs and expenses incurred in consummating the transactions described herein.

Section 7.11 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, term sheets, understandings and negotiations, written or oral, with respect to such subject matter.

Section 7.12 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of five (5) years.

Section 7.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 7.14 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.15 Best Efforts. Subject to the terms and conditions herein provided, each party shall use its reasonable best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

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Section 7.16 Remedies. The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if either Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.

Section 7.17 Construction. The Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Parties hereto. In this Agreement, the word “include”, “includes”, “including” and “such as” are to be construed as if they were immediately followed by the words, without limitation.

Section 7.18 Severability. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

Section 7.19 Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.

Section 7.20 Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one Party and faxed or scanned and emailed to another Party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing Party as though an original. A photocopy or PDF of this Agreement shall be effective as an original for all purposes.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first written above.

Go Ez Corporation
By:
	Printed Name: Abraham Cinta
	Title: President and a Director

Federal Technology Agency, Inc.
By:
	Printed Name: Carlos Lopez
	Title: President and Sole Director

Federal Technology Agency Inc. Shareholder

(Agreeing to the terms and conditions of the Agreement).

_______________________

Roger NG

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APPENDIX I

Unconditional Compensation Table

The following compensation shall be transmitted to the FTA Shareholder automatically after the Closing of this Agreement, without further action or conditions precedent:

Transaction		Terms
Preferred shares B	$5,000 worth of preferred shares series B	The Preferred Stock Series B is to have a face value of $1,000 per share with all said shares to be convertible, at any time, into an aggregate number of shares of the Buyer’s Common Stock as shall be equal to: The price paid for the share of Series B Preferred Stock, divided by ten times the par value of the Common Stock at the time of conversion, subject to adjustment as may be determined by the Board of Directors from time to time. The stated value of $1,000.00 divided by 10 times $0.0001 par value of Common Stock, rounded to the nearest whole number of shares, convertible into 1,000,000 shares of Common Stock. Seller agrees not to convert at any time the subscribed Preferred Series B shares into Common Shares of the Corporation to a holding greater than 9.9% of the issued and outstanding Common Shares of the Corporation.
Warrant coverage	Warrant coverage	Warrant to purchase in cash up to 10% of the issued and outstanding shares of the corporation The Seller(s) shall receive, at Closing One (1) common stock purchase warrants to purchase up to an aggregate of ten percent (10%) of the Buyer’s outstanding Common Stock with each warrant having an exercise price equal to Seventy-Five Percent (75%) of the volume weighted average closing price per share of the Buyer’s Common Stock for the five (5) trading days immediately preceding the Buyer’s receipt of the Seller’s notice of exercise of the Warrant. The Warrants may be exercised, in whole or in part, at any time and from time to time, from and after six (6) months from the Closing and all said Warrants expire twenty-four (24) months from the Closing, and such exercise shall not result in the Seller in possession of excess of 9.9% of the outstanding common shares issued. The Warrants may not be exercised for the purchase of any fractional share and all fractional share amounts shall be rounded up to the next whole share.
Common Shares	Restricted common shares	$210,000 worth of restricted shares of the corporation at a 25% discount of the weighted average closing price for the five most recently concluded trading days rounded to the nearest whole number of shares

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EX-10.2

EXHIBIT 10.2

ASSETS PURCHASE AGREEMENT

This Assets Purchase Agreement (the “Agreement”) is made and entered into on the 20^thday of January, 2015 by and among:

Cellular of Miami Beach, Inc., a Florida corporation (the “Seller”);

Roger Ng (the “Shareholder”), the owner of all of the issued and outstanding shares of capital stock of the Seller; and

Federal Technology Agency Inc, a Delaware corporation (the “Purchaser”).

R E C I T A L S

A. Seller is engaged in the retail of mobile telecommunications products. And the Shareholder is the sole owner, of record and beneficially, of all of Seller’s issued and outstanding capital stock.

B. Purchaser desires to enter the mobile telecommunications business performing retailing and minutes-top-up services, and desires to purchase the business operations of Seller. All of such business operations of Seller desired to be purchased by Purchaser is referred to as the “Business.”

C. Subject only to the limitations and exclusions contained in this Agreement and on the terms and conditions of this Agreement, Seller desires to sell to the Purchaser and the Shareholder desires that the Seller sells to the Purchaser, and the Purchaser desires to buy from the Seller, the Business and certain assets, properties and rights of the Seller described in this Agreement.

NOW, THEREFORE, in consideration of the recitals and of the representations, warranties, covenants and agreements contained, and intending to be legally bound, the parties agree as follows:

ARTICLE I—PURCHASE AND SALE

1.1 Agreement to Sell. At the Closing (as defined in Section 2.1) and except as otherwise specifically provided in this Section 1.1, the Seller will, and the Shareholder will cause the Seller to, validly and effectively grant, sell, convey, assign, transfer and deliver to the Purchaser, upon and subject to the terms and conditions of this Agreement, (a) all of the Seller’s right, title and interest in and to (i) the Business as a going concern, and (ii) certain of the Seller’s assets set forth in Section 1.1.1, properties and rights constituting the Business or used in the Business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof. The Business, name, and assets, properties and rights being sold are called the “Assets.”

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1.1.1 Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

(a)	all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property;
(b)	the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller
(c)	any cash or cash equivalents held by or on behalf of Seller;
(d)	all securities;
(e)	all office and other supplies;
(f)	all inventory;
(g)	all rights under any written or oral contract, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization;
(h)	all rights under any patent, trademark, service mark, trade name or copyright, whether registered or unregistered, and any applications therefore;
(i)	all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development;
(j)	all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2;
(k)	all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests;
(l)	all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller;

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(m)	all notes receivable owing to the Seller;
(n)	all Maintenance Contracts, except those set forth on Schedule 1.1.1(j);
(o)	all the rights that accrue or will accrue to Seller under this Agreement;
(p)	all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds;
(q)	the computer, computer lease and software and
(r)	the real property;
(s)	all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests;
(t)	the maintenance and service contracts;
(u)	all telephone numbers to its Business;
(v)	all accounts receivable invoiced by Seller relating to the Business
(w)	The Independent Contractor Agreement executed between the Seller and the contractor Mrs. Luciana Glas dated 12/23/2014.

1.2 Agreement to Purchase. At the Closing, Purchaser shall purchase the Assets from Seller, upon and subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of Seller and Shareholder, in exchange for the Purchase Price (hereinafter defined in Section 1.2.1). Except as specifically provided in Section 1.3, Purchaser shall not assume or be responsible for any liabilities or obligations of the Business or Seller.

1.2.1	The Purchase Price; Payment.
	The purchase price shall be sixty thousand ($60,000.00) dollars worth of Go Ez Corporation preferred shares Series B and a $25,000 Promissory Note issued to the Seller. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this transaction.

1.3 Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets acquired. This allocation was arrived at in arm’s length negotiations between the parties. The parties covenant and agree with each other that none of them will take a position on any income tax or in any judicial proceeding.

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ARTICLE II—CLOSING, ITEMS TO BE DELIVERED, THIRD-PARTY

CONSENTS, CHANGE IN NAME AND FURTHER ASSURANCES

2.1 Closing. The closing (the “Closing”) of the sale and purchase of the Assets shall take place at the offices of the Purchaser, commencing on January 16th, 2015, or at such other place, date and time as shall be mutually satisfactory to the parties hereto. The date of the Closing is sometimes referred to as the “Closing Date.”

2.2 Items to be Delivered at Closing. At the Closing and subject to the terms and conditions contained in this Agreement:

(a) The Seller will, and the Shareholder will cause the Seller to, deliver to the Purchaser the following:

(i)	such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form and substance satisfactory to the Purchaser and its counsel, as shall be necessary and effective to convey, transfer and assign to, and vest in, the Purchaser all of the Seller’s right, title and interest in and to the Assets to be sold under this Agreement, including, without limitation, (A) good, valid and marketable title in and to all of the Assets owned by the Seller, (B) good and valid leasehold interests in and to all of the Assets leased by the Seller, and (C) all of the Seller’s rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments and other documents to which the Seller is a party or by which it has rights on the Closing Date and which are to be sold under this Agreement; and
(ii)	all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, and other documents, books, records, papers, files and data belonging to the Seller which are part of the Assets or relate to the Business of the Seller; and simultaneously with such delivery, all such steps will be taken as may be required to put the Purchaser in actual possession and operating control of the Assets.
(iii)	Florida State Sales Tax Return for its sales tax liability for the taxable portion of the Assets and shall file it with its check for the sales tax disclosed upon the return with the Florida State Sales Tax Department.

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2.3

Third-Party Consents. To the extent that the Seller’s rights under any agreement, contract, commitment, lease, license, permit, authorization or other Asset to be assigned to the Purchaser may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach or be unlawful, and the Seller shall use its best efforts to obtain any such required consent(s) promptly. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Purchaser’s rights under the instrument in question so that the Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the instrument, shall act as the Purchaser’s agent in order to obtain for it the benefits and shall cooperate, to the maximum extent permitted by law and the instrument, with the Purchaser in any other reasonable arrangement designed to provide such benefits to the Purchaser.

If any contract shall be assigned, the Purchaser shall agree to be bound by and assume all of its terms and conditions.

2.4

Change in and Use of Name. The Seller and the Shareholder shall take all such actions not later than the Closing Date as may be required to change the Seller’s name on that date to one distinctly different in sound and appearance from its present name, including but not limited to filing a name change amendment with the Secretary of State of the State of Florida and filing an appropriate name change notice in the appropriate office in each state where the Seller is qualified to do business. After the Closing, the Purchaser shall have the right to use the name Cellular of Miami Beach, Inc., or any similar variant thereof after the Closing Date, and the Seller and the Shareholder will take all necessary steps to permit the Purchaser to use this name.

2.5

Further Assurances. The Seller from time to time after the Closing, at the Purchaser’s request, will execute, acknowledge and deliver to the Purchaser such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as the Purchaser may reasonably request in order to vest more effectively in the Purchaser, or to put the Purchaser more fully in possession of, any of the Assets, or the Business.

ARTICLE 3—REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Seller and the Shareholder. The Seller and the Shareholder jointly and severally represent and warrant to the Purchaser as of the date of this Agreement and the Closing Date as follows:

3.1.1 Corporate Existence; Certificate of Incorporation and ByLaws.

(a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Seller has all requisite power and authority and all necessary licenses, permits and authorizations to carry on its business as it has been and is being conducted and to own, lease and operate the assets and properties used in connection therewith. A list of the Seller’s licenses, permits and authorizations is attached as part of Schedule 3.1.1(a). The Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the character of the properties owned or leased by it or the nature of the business transacted by it requires it to be so qualified, all of which jurisdictions are listed on Schedule 3.1.1(a).

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(b) A copy of the Seller’s Certificate of Incorporation and all amendments effected prior to the date of this Agreement and of the Seller’s By-Laws as amended to the date of this Agreement have been delivered to the Purchaser and are correct and complete.

3.1.2 Corporate Power; Authorization: Enforceable Obligations. The Seller has the corporate power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Seller have been duly authorized by all necessary corporate and shareholder action. This Agreement has been, and the instruments of transfer, assignment and conveyance referred to in Section 2.2(a)(i) will be, duly executed and delivered by a duly authorized officer of the Seller, and this Agreement constitutes, and such instruments when executed and delivered will constitute, legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.

3.1.3 The Shareholder. The Shareholder is the lawful owner of record and beneficially of all of the issued and outstanding shares of capital stock of the Seller. The Shareholder has the power, authority and legal right to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms.

3.1.4 Financial Statements. The Seller shall deliver its balance sheet as of December 31, 2014 and the related statements of income and retained earnings and notes thereto (the “Financial Statements”). These statements will be prepared by a certified public accountant and will be complete and correct and will present the complete and correct financial position and assets and liabilities of the Seller as of December 31, 2014 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles applied on a consistent basis.

3.1.5 Absence of Undisclosed Liabilities. The Seller has no liabilities or obligations, either accrued, absolute, contingent or, to the best of knowledge of the Seller and the Shareholder, after a due, proper and complete investigation, otherwise, except those liabilities and obligations set forth on the Financial Statements and not heretofore paid or discharged.

For purposes of this Agreement, the term “liabilities” shall include, without limitation, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, whether known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured.

3.1.6 Existing Condition. Except as disclosed on Schedule 3.1.8, since December 31, 2014 the date of the last Financial Statement, the Seller has not:

(a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares;

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(b) incurred any liabilities, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of its business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

(c) sold, assigned or transferred any of its assets or properties, other than in the ordinary course of its business;

(d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever against any of its assets or properties;

(e) made or suffered any amendment or termination of any agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or canceled, modified or waived any debts or claims held by it, or waived any rights of substantial value;

(f) suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its business, operations, assets, properties, prospects or condition (financial or otherwise);

(g) suffered any change in its financial condition or in the nature of its business or operations which has had or might have a material adverse effect on its business, operations, assets, properties, prospects or condition (financial or otherwise);

(h) made any capital expenditure or capital addition or betterment except such as may be involved in the ordinary repair, maintenance and replacement of its assets;

(i) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors, officers or employees or the Shareholder, or made any increase in, or any addition to, other benefits to which any of its directors, officers or employees or the Shareholder may be entitled;

(j) made any payment to the Shareholder with respect to any indebtedness owed by the Seller to the Shareholder; or

(k) entered into any transaction other than in the ordinary course of its business consistent with past practice.

3.1.7 Title to Properties; Leasehold Interests. The Seller has good, valid and marketable title to the Assets to be sold, including all of the properties and assets reflected on the December 31, 2014 Financial Statements and those acquired since that date, free and clear of all liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever.

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To the best of knowledge of the Seller and the Shareholder, after a due, proper and complete investigation, all leases, licenses, permits and authorizations in any manner related to the assets, properties or business of the Seller and all other instruments, documents and agreements pursuant to which the Seller has obtained the right to use any real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such leases, licenses, permits, authorizations, instruments, documents or agreements any existing default or event which with notice or lapse of time, or both, would constitute a default and in respect of which the Seller has not taken adequate steps to prevent a default from occurring. The Seller has the unrestricted right to sell the Assets as herein provided. The Seller does not own any real property,

ARTICLE IV—COVENANTS PRIOR TO CLOSING

4.1 Conduct of Business. Until the Closing, the Seller shall:

(a)	conduct the Business in the normal, useful and regular manner;
(b)	not enter into any contract, including but not limited to, contracts for the performance of services without the Purchaser’s approval;
(c)	not advertise or conduct inventory reduction sales or reduce the prices of any items ofinventory without Purchaser’s approval;
(d)	not increase the compensation of any employee or change the personnel without Purchaser’s approval;
(e)	use its best efforts to preserve the Business; to keep available to Purchaser the services of the present employees; to preserve the goodwill of Seller’s suppliers, customers and others having business relations with Seller;
(f)	Permit Purchaser’s representatives to remain on the business premises during normal business hours and to observe the operation of the business wherever conducted; provided Purchaser’s representatives do not interfere with Seller’s business operations.
(g)	4.2 No Shop. Neither the Shareholder, the Seller, nor any agent, employee, officer, director, trusteeor any representative of any of the foregoing will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, directly or indirectly, solicit or initiate the submission of proposals or offers from any person or entity for, participate in any discussions pertaining to, or furnish any information to any person or entity other than the Purchaser or the Purchaser’s authorized agent, relating to any acquisition or purchase of all or a material amount of the assets of,or any equity interest in, the Seller or any merger, consolidation or business combination of or involving the Seller.

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ARTICLE V—CONDITIONS PRECEDENT TO THE CLOSING

5.1 Conditions Precedent to the Purchaser’s Obligations. All obligations of the Purchaser under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent, any of which may be waived by the Purchaser in its sole and absolute discretion:

5.1.1	Representations. All representations and warranties of the Seller and the Shareholder being true complete and correct at the Closing.
5.1.2	Performance by the Seller and the Shareholder. The Seller and the Shareholder shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each of them prior to or at the Closing; and the Purchaser shall have been furnished with a certificate or certificates of the Seller and the Shareholder, dated the Closing Date, signed by the President of the Seller and the Shareholder, certifying, in such detail as the Purchaser may reasonably request, to the fulfillment of the foregoing condition.
5.1.3	Litigation Affecting Closing. On the Closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.
5.1.4	Corporate Matters. The Seller shall have furnished the Purchaser with certified copies of all such corporate documents of good-standing certificates for the Seller, and of all proceedings of the Seller authorizing the transactions hereby contemplated as the Purchaser reasonably shall require.
5.1.5	Approvals. The holders of any indebtedness of the Seller or Shareholder, the lessors of any real or personal property or assets leased by the Seller, the parties (other than the Seller) to any agreement, contract or commitment to which the Seller is a party, any governmental agency or body or any other person, firm or corporation which owns or has authority to grant any franchise, license, permit, right or other authorization necessary for the business or operations of the Seller, to the extent that their consent or approval is required, necessary or, in the opinion of the Purchaser, desirable under the pertinent debt, lease, agreement, contract or commitment or other document or instrument or under applicable laws, rules or regulations for the consummation of the transactions contemplated hereby in the manner herein provided, shall have granted such consent or approval without resulting in the modification, cancellation or termination of any such lease, agreement, contract or commitment or of any such franchise, license, permit, right or other authorization or the subjection of the Purchaser to any law, rule, regulation or condition which, in the judgment of the Purchaser, shall be unduly burdensome. The holders of any indebtedness of the Seller or Shareholder shall release any real property, personal property and assets leased by the Seller and other assets which are part of the Assets from any lien or other security interests pertaining to such assets.

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5.1.6	Liens and Encumbrances. On or before the Closing, the Purchaser shall have obtained a release and discharge of any and all liens, security interests, restrictions, defects and encumbrances which affect the Business or Assets to be transferred.
5.1.7	Material Damage. The business, operations, Assets, properties, prospects or condition (financial or otherwise) of the Seller shall not be, or be threatened to be, adversely affected by fire, explosion, earthquake, disaster, accident, cessation or interruption of utility or other services, flood, drought, contamination of water supply, embargo, riot, civil disturbance, uprising, activity of armed forces or act of God or public enemy, or any other event or occurrence.
5.1.8	Tax Obligations. Prior to the Closing the Purchaser shall notify the State of New York of the proposed sale of assets under this Agreement. Purchaser shall hold the Purchase Price and other consideration under this Agreement in an interest-bearing account for Seller’s benefit and in accordance with any notice from the State of New York and applicable provisions of law.

5.2 Conditions Precedent to the Seller’s and the Shareholder’s Obligations. All obligations of the Seller and Shareholder under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent, any of which may be waived by the Seller and the Shareholder, in their sole and absolute discretion:

5.2.1	Representations. All representations and warranties of the Purchaser being true, complete and correct at the Closing.
5.2.2	Performance by the Purchaser. The Purchaser shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; and the Seller and the Shareholder shall have been furnished with a certificate or certificates, dated the Closing Date, signed by the President of the Purchaser, certifying, in such detail as the Seller and the Shareholder may reasonably request, to the fulfillment of the foregoing condition.
5.2.3	Litigation Affecting Closing. On the closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.
5.2.4	Corporate Matters. The Purchaser shall have furnished the Seller and the Shareholder with certified copies of all such corporate documents of, and good-standing certificates for, the Purchaser and of all such proceedings of the Purchaser authorizing the transactions hereby contemplated, as the Seller and the Shareholder reasonably shall require.

5.3 Termination. In the event any of the conditions contained in Sections 5.1 and 5.2 are not satisfied and the conditions shall not have been waived, this Agreement shall terminate upon notice by one party to the other and neither party shall have any liability or obligation of any kind or nature to the other.

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ARTICLE VI—POST-CLOSING MATTERS

6.1	No Solicitation or Hiring. The Seller and the Shareholder agree that neither they nor any affiliate of either of them will solicit, employ or in any other fashion hire persons who are employees of the Seller on the date hereof for a period of one year after the Closing, unless such persons have been discharged by the Purchaser.
6.2	Escrow. On and after the Closing, Purchaser shall hold in escrow the Purchase Price and other consideration under this Agreement in accordance with the terms of any notice from the New York State Tax Commission.

ARTICLE VII—MISCELLANEOUS

7.1	Brokers’ and Finders’ Fees. The Seller and the Shareholder jointly and severally represent and warrant to the Purchaser, and the Purchaser represents and warrants to the Seller or Shareholder that all negotiations relative to this Agreement have been carried on by the parties directly without the intervention of any person who may be entitled to any brokerage or finder’s fee or other commission in respect of this Agreement or the consummation of the transactions contemplated hereby, and the Seller and the Shareholder jointly and severally agree to indemnify and hold harmless the Purchaser, and the Purchaser agrees to indemnify and hold harmless the Seller and Shareholder, as the case may be, against any and all claims, losses, liabilities and expenses which may be asserted against or incurred by them as a result of either party’s dealings, arrangements or agreements with any such person.
7.2	Sales. Transfer and Documentary Taxes, etc. Neither the Seller nor the Purchaser shall be responsible for the other’s sales, transfer or documentary taxes, if any, due as a result of the transfer of the Assets to the Purchaser, or all other fees directly relating to the transfer of the Assets.
7.3	Expenses. The parties shall pay their own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby.
7.4	Remedy. The Seller and the Shareholder acknowledge that the Assets are unique and not otherwise available and agree that, in addition to any other remedy available to the Purchaser, the Purchaser may invoke any equitable remedy to enforce performance hereunder, including, without limitation, the remedy of specific performance.

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7.5	Contents of Agreement; Parties in Interest; etc. This Agreement sets forth the entire understanding of the parties with respect to the transactions contemplated hereby. It shall not be amended or modified except by written instrument duly executed by each of the parties hereto. Any and all previous agreements and understanding between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.
7.6	Assignment and Binding Effect. Neither the Seller nor the Purchaser shall assign this Agreement nor any part of it, nor delegate any obligation imposed by this Agreement without the prior written consent of the other. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Seller, Shareholders and Purchaser.
7.7	Waiver. Any term or provision of this Agreement may be waived at any time by the party or parties entitled to the benefit thereof by a written instrument duly executed by such party or parties.
7.8	Notices. Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given only if delivered personally or sent by telegram or by fax or by registered or certified mail, postage prepaid, as follows:

If to the Purchaser to:

Federal Technology Agency Inc.

1047 Amarillo Avenue

Palo Alto California, 94303

If to the Seller and/or the Shareholder, to:

Cellular of Miami Beach

6782 Collins Avenue

Miami Florida

or to such other address as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed, faxed or mailed.

7.9	Florida Law to Govern. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Florida.
7.10	No Benefit to Others. The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto and the other indemnified parties, and their heirs, administrators, legal representatives, successors and assigns, and they shall not be construed as conferring any rights on any other persons.

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7.11	Headings, Gender and “Person.” All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Any reference to a “person” herein shall include an individual, firm, corporation, partnership, trust, governmental authority or body, association, unincorporated organization or any other entity.
7.12	Tax Consequences. No party to this Agreement, nor any of their officers, employees or agents has made any representation or agreement, express or implied, as to the tax consequences of the transactions contemplated by this Agreement or the tax consequences of any action pursuant to or arising out of this Agreement.
7.13	Severability. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
7.14	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same Agreement. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind each Party.
7.15	Guarantee. Shareholder unconditionally guarantees to Purchaser and its affiliates the full and timely performance of all of the obligations and agreements of Seller. The foregoing guarantee shall include the guarantee of the payment of all damages, costs and expenses which might become recoverable as a result of the nonperformance of any of the obligations or agreements so guaranteed or as a result of the nonperformance of this guarantee. Any guaranteed person may, at its option, proceed against Shareholder for the performance of any such obligation or agreement, or for damages for default in the performance thereof, without first proceeding against any other party or against any of its properties. Shareholder further agrees that his guarantee shall be an irrevocable guarantee and shall continue in effect notwithstanding any extension or modification of any guaranteed obligation, any assumption of any such guaranteed obligation by any other party, or any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor and the Shareholder waives all special surety ship defenses and notice requirements.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first written.

	Cellular of Miami Beach, Inc.
Date: 01-20-2015	By:
	Name:	Roger Ng
	Title:	President
	Federal Technology Agency
Date: 01-20-2015	By:
	Name:	Abraham Dominguez Cinta
	Title	CEO

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EX-10.3 10 gezc_ex103.htm STOCK PURCHASE AGREEMENT

EXHIBIT 10.3

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of April 22, 2014, by and among Evotech Capital S.A., a privately-held company organized under the laws of the British Virgin Islands (the “Buyer”); and E.R.C. Energy Recovery Corporation, a Delaware corporation (the “Company”), and David C. Merrell and Michael C. Brown, two individuals who together hold the majority share and voting interest in the Company but who are acting solely in their capacity as officers and directors of the Company (the “Company Principal Shareholders”), each of the foregoing a “Party” and collectively the “Parties,” upon the following premises:

Premises

WHEREAS, the Company Principal Shareholders own an aggregate of 200,100 shares of common stock out of a total of 368,200 shares issued and outstanding of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which is equivalent to 54.35% of the issued and outstanding shares of the Company as well as 54.35% of the voting interest in the Company;

WHEREAS, the Buyer is a privately-held company;

WHEREAS, the Buyer desires to acquire from the Company 1,000,000 shares of the Company’s Common Stock through an original issuance by the Company (“Purchased Shares”) in exchange for the consideration (the “Consideration”) described in full in Appendix I to this Agreement (the “Acquisition Offer” or the “Acquisition”), so that the Buyer will become the majority owner of the Company and the Company will become a majority-owned subsidiary of the Buyer; and

WHEREAS, the Acquisition is intended to be a tax-free exchange under Sections 351(a) and 368(c) of the United States Internal Revenue Code, though such treatment is not a condition of the Closing (as defined below).

Agreement

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows:

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ARTICLE I

  REPRESENTATIONS, COVENANTS AND WARRANTIES OF

THE BUYER

As an inducement to and to obtain the reliance of the Company and the Company Principal Shareholders, except as set forth on the Buyer Schedules (as hereinafter defined, which shall contain any exceptions or qualifications to the representations and warranties are set forth below), the Buyer represents and warrants as follows:

Section 1.01 Organization; Qualification; No Conflicts; Approval; and Binding Agreement. The Buyer is a privately-held company in good standing under the laws of the jurisdiction in which it is organized. The Buyer has the administrative and organizational power and is duly authorized, qualified, under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualifications to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Buyer’s Articles of Incorporation (or similar organizational documents or otherwise) or Bylaws (or similar organizational operating documents or otherwise). the Buyer has taken and shall take all actions required by all applicable law, its Articles of Incorporation (or similar organizational documents or otherwise), or otherwise to authorize the execution and delivery of this Agreement and to consummate the transactions herein contemplated; and this Agreement constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

Section 1.02 Investment and other Representations. The Buyer further represents and warrants to the Company and the Principal Company Shareholders as follows:

(a) Purchase Entirely for Own Account. The Buyer is acquiring the Purchased Shares for investment for its own account and not with a view to the resale or distribution of any part thereof, and the Buyer has no present intention of selling or otherwise distributing the Purchased Shares, except in compliance with applicable securities Laws.

(b) Restricted Securities. The Buyer understands that the Purchased Shares are characterized as “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), inasmuch as this Agreement contemplates that, if acquired by the Buyer pursuant hereto, the Purchased Shares would be acquired in a transaction not involving a public offering. The issuance of the Purchased Shares hereunder is being effected in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act, and Rule 506(b) of the Securities and Exchange Commission (the “SEC”) and Regulation S of the SEC, and the Buyer is an “accredited investor” as that term is defined in SEC Rule 501 and is not a “U.S. Person” as that term is defined in Regulation S. The Buyer further acknowledges that if the Purchased Shares are issued to such the Buyer in accordance with the provisions of this Agreement, such Purchased Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Buyer represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby, and specifically those in subparagraph (i) of Rule 144 related to the resale of securities of “shell companies,” and that the Company is presently a “shell company” as defined therein and in SEC Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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(c) Acknowledgment of Non-Registration. The Buyer understands and agrees that the Purchased Shares to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities Laws of any state of the U.S.

(d) Status. By its execution of this Agreement, the Buyer represents and warrants that it is an “accredited investor” and a non-“U.S. Person,” and understands that the Purchased Shares are being offered and sold to the Buyer in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth in this Agreement, in order that the Company (and the Company Principal Shareholders) may determine the applicability and availability of the exemptions from registration of the Purchased Shares under the Securities Act on which the Company (and the Company Principal Shareholders) is relying.

(e) Miscellaneous Representations and Warranties. The Buyer: (1) consents to the placement of a legend on any certificate or other document evidencing the Purchased Shares substantially in the form set forth below; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect the Buyer’s interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Purchased Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Purchased Shares; (iv) has had access to the SEC reports and registration statements of the Company in the SEC Edgar archives (the “SEC Reports”); (v) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company that the Buyer has requested and all such public information is sufficient for the Buyer to evaluate the risks of investing in the Purchased Shares; (vi) has been afforded the opportunity to ask questions of and receive answers concerning the Company and its directors or officers and the terms and conditions of the issuance of the Purchased Shares; (vii) is not relying on any representations and warranties concerning the Company (or the Company Principal Shareholders) made by the Company or any director, officer, employee or agent of the Company, other than those contained in this Agreement or the SEC Reports; (viii) will not sell or otherwise transfer the Purchased Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (ix) understands and acknowledges that the Company (and the Company Principal Shareholders) is under no obligation to register the Purchased Shares for sale under the Securities Act or otherwise; (x) understands and acknowledges that the Purchased Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Company (or the Company Principal Shareholders) that has been supplied to the Buyer and that any representation to the contrary is a criminal offense; (xi) acknowledges that the representations, warranties and agreements made by the Buyer herein shall survive the execution and delivery of this Agreement and the purchase of the Purchased Shares; (xii) will not transfer any of such Purchased Shares absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition the Purchased Shares without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws or as otherwise may be applicable; and (xiii) the stock certificate to represent to Purchased Shares shall be imprinted with a legend in substantially the form of the legend required in Section 3.03 below.

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Section 1.03 Lack of Omissions and Misstatements. No representation or warranty of the Buyer contained in this Agreement or any other document related thereto and no statement or disclosure made by or on behalf of the Buyer to the Company or the Company Principal Shareholders pursuant to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY AND DAVID C. MERRELL

As an inducement to, and to obtain the reliance of the Buyer, except as set forth in the Company Schedules (as hereinafter defined), the Company and David C. Merrell, the Company’s President and one of the Company Principal Shareholders, represent and warrant as follows:

Section 2.01 Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted and as contemplated after the Acquisition, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The Company has provided to the Buyer complete and correct copies of the Articles of Incorporation and Bylaws (or similar organizational documents) of the Company as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company’s Articles of Incorporation or Bylaws (or similar organizational documents). The Company has taken or shall take all action required by law, its Articles of Incorporation, its Bylaws (or similar organizational documents), or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken or shall take all action required by law, its Articles of Incorporation, Bylaws, (or similar organizational documents) or otherwise to consummate the transactions herein contemplated.

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Section 2.02 Capitalization. The Company is authorized to issue 100,000,000 shares of Common Stock plus 10 million shares of Preferred Stock, and has approximately 368,200 shares of Common Stock outstanding as of the date of this Agreement, and 0 shares of Preferred Stock outstanding. All issued and outstanding shares are legally issued, fully-paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 2.03 Subsidiaries and Predecessor Corporations. The Company does not have any predecessor corporation(s) or subsidiary(ies), except as set forth in the Company’s EDGAR filings, and does not own, beneficially or of record, any shares of any other corporation, other than as set forth on Schedule 2.03 attached hereto or set forth in the Company’s EDGAR filings.

Section 2.04 Financial Statements.

(a) The Company has no liabilities with respect to the payment of any federal, provincial, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

(b) To the knowledge of the Company, the books and records, financial and otherwise, of the Company are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.05 Information. The information concerning the Company set forth in this Agreement and the Company Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 2.05 of the Company Disclosures, the Company has fully disclosed in writing to the Buyer (through this Agreement, the Company’s EDGAR filings or the Company Schedules) all information, relating to matters involving the Company or its assets or its present or past operations or activities, which (i) indicated or may reasonably indicate, in the aggregate, the existence of a greater than Fifty Thousand Dollars ($50,000) liability, (ii) have led or may lead to a competitive disadvantage on the part of the Company, (iii) the existence of any accounts payable outstanding by the Company as of the date hereof, or (iv) either alone or in aggregation with other information covered by this Section, otherwise have led or may reasonably lead to a material adverse effect on the transactions contemplated herein or on the Company or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date (as defined below), including, but not limited to, information relating to governmental, employee, and securities matters and transactions with affiliates.

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Section 2.06 Convertible Securities; Options or Warrants. Except as set forth in the Company’s financial statements or Schedule 2.06, there are no existing convertible securities, options, warrants, calls or commitments of any character relating to the authorized and unissued stock of the Company, and further, except as otherwise set forth in any of the Company Schedules and/or described in the Company’s EDGAR filings.

Section 2.07 Absence of Certain Changes or Events. Except as disclosed in Schedule 2.07, set forth in the Company’s EDGAR filings or provided in writing to the Buyer, since the date of the Company’s December 31, 2013, balance sheet for the Company or as otherwise set forth in the Company Schedules:

(a) There has not been (i) any material adverse change in the business, operations, properties, assets or condition of the Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of the Company;

(b) The Company has not (i) amended its Articles of Incorporation or Bylaws (or similar organizational documents) except as required under this Agreement; (ii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of the Company; (iii) made any material change in its method of management, operation, or accounting; (iv) entered into any transaction or agreement other than in the ordinary course of business; or (v) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); and

(c) The Company has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Company.

Section 2.08 Title and Related Matters. Except as set forth in Section 2.08 of the Company Disclosures, the Company has good and marketable title to all of its properties, inventory, interest in properties and assets, real and personal, which are reflected in the most recent balance sheet of the Company.

Section 2.09 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, except as set forth in the Company’s EDGAR filings. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

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Section 2.10 Contracts. Except as otherwise set forth in Section 2.10 of the Company Schedules or the EDGAR filings:

(a) The Company is not a party to, and its assets, products and properties are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral;

(b) All contracts, agreements, franchises, license agreements, and other commitments to which the Company is a party or by which its properties are bound and which are material to the operations of the Company taken as a whole are valid and enforceable by the Company in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; and

(c) The Company is not a party to or bound by, and the properties of the Company are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of the Company.

Section 2.11 Material Contract Defaults. The Company to its knowledge is not in default in any respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of the Company and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

Section 2.12 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets or operations are subject.

Section 2.13 Governmental Authorizations. The Company has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal, provincial and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (excluding authorizations, approvals and/or consents relating to the acquisition by the Company of the Buyer, which the Company makes no representations in connection with).

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Section 2.14 Compliance With Laws and Regulations. To the best of its knowledge, the Company has complied with all applicable statutes and regulations of any federal, provincial, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability. This compliance includes, but is not limited to, the filing of all reports, filings and schedules to date with federal and state securities authorities.

Section 2.15 Approval of Agreement. The Board of Directors of the Company will authorize the execution and delivery of this Agreement by the Company and approve this Agreement and the transactions contemplated hereby prior to the Closing Date.

Section 2.16 Material Transactions or Affiliations. As of the date hereof, and except as listed in the financial statements, the Company has no off-balance sheet commitments, whether written or oral, with any affiliate or vendor of the Company or any other person.

Section 2.17 Deliverables Under Section 2.17 of the Company Schedules. No later than 10 days from the Closing Date, the Company will deliver, if it has not already, to the Buyer, the following items (if any) pursuant to this Section 2.17 (“Section 2.17 Schedule Items”), which together with all other schedules required by Article II, are collectively referred to as the “Company Schedules” and which consist of separate schedules, which are dated the date of this Agreement, to be complete, true, and accurate in all material respects as of the date of this Agreement:

(a) a spreadsheet setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it;

(b) a schedule listing any and all federal, provincial, state and local tax identification numbers of the Company and containing complete and correct copies of all federal, provincial, state and local tax returns filed by the Company; and

(c) complete, correct and file stamped copies of the Bylaws, Articles of Incorporation or similar organizational documents of the Company in effect as of the date of this Agreement;

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Section 2.18 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding may be brought.

Section 2.19 Reporting Requirements of the Company. The Company is subject to the reporting and filing requirement of the Exchange Act, and to the best of the Company’s knowledge, it is current in its periodic reporting obligations thereunder.

Section 2.20 Liabilities. The Buyer shall pay an aggregate of $50,000 to the Company for the purpose of comprising and paying all outstanding liabilities by David C. Merrell as of the Closing Date, which sum shall be wired to the trust account of Leonard W. Burningham, Esq. for payment of such liabilities outlined in Appendix II hereto in exchange for signed Releases in the Form of Appendix III. To the extent required or necessary, any other liabilities existing at the Closing Date shall be paid or compromised by David C. Merrell and a Release in the Form of Appendix III shall be provided for any such other liabilities paid or compromised at the Closing Date. Following payment of $50,000 and the delivery of the Forms of Release by Mr. Burningham for the liabilities in Appendix II, only, and from David C. Merrell for any other liabilities, including any owed to either of the Company Principal Shareholders, the Company shall have no other liabilities or financial obligations of any kind.

ARTICLE III

PLAN OF EXCHANGE

Section 3.01 The Acquisition.

(a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company (and to the extent applicable only to the consideration to be received by the Company Principal Shareholders, the Company Principal Shareholders) shall accept the Acquisition Offer described herein, and the Company shall issue to the Buyer the Purchased Shares, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, except the Securities Act legend outlined herein in Section 3.03, which in the aggregate, when issued, will be fully-paid, non-assessable, and constitute approximately Seventy-Three Percent (73%) of the issued and outstanding shares of the Company.

(b) The Buyer shall accept the Acquisition Offer, and shall, on the terms and conditions set forth in this Agreement, compensate the Company and the Company Principal Shareholders according to Appendix I of this Agreement (the “Consideration”). The Consideration shall include the agreement to issue certain equity in Common Stock and warrants, subject to future anti-dilution conditions (“Anti-Dilution Shares”), as more fully described in Appendix I.

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Section 3.02 Closing. The closing (“Closing”) of the transaction contemplated by this Agreement shall occur automatically, and without any further required action from either party, upon the satisfaction of the Closing Conditions (described below) which date shall in no event be later than April __, 2014, unless such date is extended in writing by the mutual consent of all Parties (the “Closing Date”).

(a) The following “Closing Conditions” shall have occurred, or have been waived by the Company Principal Shareholders and the Buyer in writing, prior to the Closing Date:

(i) This Agreement and all transactions contemplated hereunder shall have been approved by the Board of Directors of the Company (“ERCX Board”) and any required directors or managers or otherwise of the Buyer, excluding any shareholder approval;

(ii) The Buyer shall have wired the sum of $50,000 to the trust account of Mr. Burningham for disposition in accordance with the terms hereof outlined in Section 2.20;

(iii) The Company shall issue 1,000,000 fully-paid and non-assessable shares of the Common Stock of the Company to the Buyer so as to make the Buyer the sole owner thereof;

(iii) The Company and the Company Principal Shareholders will deliver any documents described in Article II; and

(iv) The Buyer, the Company and the Company Principal Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, with the understanding that the Company Principal Shareholders’ approval of this Agreement is as Parties to the Agreement and not as shareholders of the Company.

Section 3.03 Tradability of Shares. The Anti-Dilution Shares and the Purchased Shares have not been, and will not be, registered under the Securities Act, nor registered under any state securities law, and are “restricted securities” as that term is defined in Rule 144 under the Securities Act. The Anti-Dilution Shares and the Purchased Shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration under the Securities Act. All of such Anti-Dilution Shares and the Purchased Shares will bear the following restrictive legend or a reasonable facsimile thereof:

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“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

Section 3.04 Termination.

(a) This Agreement may be terminated by either the Buyer or the Company, the Company Principal Shareholders at any time prior to the Closing Date if:

(i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Board of Directors or shareholders, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Acquisition; or

(ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the SEC) or in the judgment of such Board of Directors or shareholders, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Acquisition.

In the event of termination pursuant to this paragraph, no obligation, right or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein.

No revenue ruling or opinion of counsel will be sought as to the tax-free nature of the subject Acquisition and such tax treatment is not a condition to Closing herein; and none shall be required nor a condition of the Closing.

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ARTICLE IV

SPECIAL COVENANTS

Section 4.01 Access to Properties and Records. The Buyer, the Company and the Company Principal Shareholders will each afford to the officers and authorized representatives of the other reasonable access to the properties, books and records of the Buyer or the Company, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as any shall desire of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of the Buyer or the Company, as the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each Party hereto shall cooperate fully therein. No investigation by a Party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement. In order that each party may investigate as it may wish the business affairs of the other, each party shall furnish the other during such period with all of such information and copies of such documents concerning the affairs of it as the other party may reasonably request, and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other parties all material facts affecting its financial condition, business operations and the conduct of operations.

Section 4.02 Delivery of Books and Records and Bank Accounts. At the Closing, the Company Principal Shareholders shall deliver to the Buyer copies of the corporate minute books, books of account, contracts and records, and all other books or documents including, the bank accounts of the Company now in the possession of the Company Principal Shareholders or their representatives.

Section 4.03 Third Party Consents and Certificates. The Buyer, the Company and the Company Principal Shareholders agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.04 Actions Prior to Closing.

(a) From and after the date of this Agreement until the Closing Date and except as set forth in the Buyer Schedules or the Company Schedules, or as permitted or contemplated by this Agreement, the Buyer and the Company, respectively (subject to paragraph (b) below), will each:

(i) carry on its business in substantially the same manner as it has heretofore;

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(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.

(b) From and after the date of this Agreement until the Closing Date, neither the Buyer nor the Company will:

(i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement;

(ii) take any action described in Section 2.07 (except as permitted therein or as disclosed in the applicable party’s schedules);

(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or

(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

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Section 4.05 Indemnification.

(a) Indemnification of the Buyer. Subject to the terms and conditions of this Section 4.05(a), the Company and David C. Merrell agree to jointly and severally, indemnify, defend and hold harmless the Buyer, its respective affiliates, its respective present and former directors, officers, shareholders, employees, attorneys and agents and its respective heirs, executors, administrators, successors and assigns (the “Buyer Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any of the Buyer Indemnified Persons, arising out of or resulting from, directly or indirectly:

(i) the inaccuracy of any representation or breach of any material warranty of the Company or David C. Merrell contained in or made pursuant to this Agreement, which was not disclosed to the Buyer in writing prior to the Closing;

(ii) the breach of any material covenant or agreement of the Company or David C. Merrell contained in this Agreement; or

(iii) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Buyer in connection with this Agreement;

provided, however, that the Company and David C. Merrell shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by the Buyer, of any of its obligations under this Agreement or from the Buyer’s gross negligence, fraud or willful misconduct. The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby or termination of this Agreement for a period of one (1) year only.

(b) Indemnification of the Company and the Company Principal Shareholders. Subject to the terms and conditions of this Section 4.05(b), from and after the Closing, the Buyer agrees to indemnify, defend and hold harmless the Company and the Company Principal Shareholders, their respective affiliates, their respective present and former directors, officers, shareholders, employees, attorneys and agents and their respective heirs, executors, administrators, successors and assigns (the “Company and the Company Principal Shareholders Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against the Company and the Company Principal Shareholders Indemnified Persons, arising out of or resulting from, directly or indirectly:

(i) the inaccuracy of any representation or breach of any material warranty of the Buyer contained in or made pursuant to this Agreement, which was not disclosed to the Company or the Company Principal Shareholders in writing prior to the Closing;

(ii) the breach of any material covenant or agreement of the Buyer contained in this Agreement; or

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(iii) any claim to fees or costs for alleged services rendered by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Buyer in connection with this Agreement;

provided, however, that the Buyer shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by the Company or the Company Principal Shareholders of their obligations under this Agreement or from the Company or the Company Principal Shareholders’ or any of the Company and the Company Principal Shareholders Indemnified Persons’ gross negligence, fraud or willful misconduct. The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby or termination of this Agreement for a period of one (1) year only.

Section 4.06 Indemnification of Subsequent Corporate Actions. The Buyer hereby represents and warrants that it will indemnify and hold harmless any officer, director, controlling shareholder, attorney, agent or representative of the Company and the Company Principal Shareholders, or any other person affiliated with the either or any of them, from any decisions or activities not involving the either or any of them, subsequent to the Closing Date of the transactions contemplated by this Agreement. Corporate actions taken by the Buyer following the transactions contemplated by this Agreement may include, but are not limited to:

(a) Issuing shares of Common or Preferred Stock which may constitute a majority of shares issued or any other securities issuance;

(b) Amending Articles of Incorporation to change the name of the Company or the Buyer, changing the capital structure of the Company or the Buyer, or any other amendment;

(c) Changing the stock quotation service, market or exchange on which the Company’s shares are quoted or listed;

(d) Changing status of the Company from a “shell company” to non-“shell company” status and filing such documents as necessary to achieve such purpose; and

(e) Any other matter occurring on or after the date of this Agreement not based upon any action, non-action or otherwise that occurred after the Closing Date of this Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

The obligations of the Buyer under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 5.01 Ownership of the Company Principal Shareholders. Prior to the Closing Date, the Company Principal Shareholders shall have demonstrated to the Buyer, with evidence reasonably satisfactory to the Buyer, that the Company Principal Shareholders are the owners of 200,100 shares of the outstanding securities of the Company and are the sole officers and directors of the Company.

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Section 5.02 Accuracy of Representations and Performance of Covenants. The representations and warranties made by the Company and the Company Principal Shareholders in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). The Company and the Company Principal Shareholders shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. The Buyer shall be furnished with a certificate, signed by a duly authorized executive officer of the Company dated the Closing Date, to the foregoing effect.

Section 5.03 Officer’s Certificate. The Buyer shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of the Company to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of the Company, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the Company’s Schedules, by or against the Company, which might result in any material adverse change in any of the assets, properties, business, or operations of the Company.

Section 5.04 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material change in the financial condition, business, or operations of the Company nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable by the Buyer in its reasonable discretion.

Section 5.05 Approval by the Company. The Acquisition shall have been approved by the Board of Directors of the Company, and the Anti-Dilution Shares (if and when applicable) and the Purchased Shares shall have been approved and authorized by the Board of Directors and issued and delivered in accordance with Section 3.01, as applicable.

Section 5.06 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 5.07 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Buyer and the Company after the Closing Date on the basis as presently operated shall have been obtained.

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Section 5.08 Assurances. Unless otherwise agreed by the Parties, prior to the Closing Date, the Company will:

(a) not create, allot, issue, acquire, repay or redeem any charter or loan capital or agree, arrange or undertake to do any of those things or acquire or agree to acquire, an interest in a corporate body or merge or consolidate with a corporate body or any other person, enter into any demerger transaction or participate in any other type of corporate reconstruction;

(b) operate its business in the usual way so as to maintain that business as a going concern;

(c) not acquire or dispose of, or agree to acquire or dispose of, any revenues, assets, business or undertakings except in the usual course of its business or assume or incur, or agree to assume or incur, a liability, obligation or expense (actual or contingent) except in the usual course of its business;

(d) not declare, pay or make a dividend or distribution;

(e) not pass a shareholders’ resolution;

(f) not create, or agree to create or amend, an encumbrance over any licences, property or assets owned by it;

(g) not grant any options or other rights to subscribe for or acquire shares or other securities in their charter or loan capital;

(h) not act (or omit to act) in a manner which might cause or result in any licence, consent, or approval or concession held by it to be amended or revoked;

(i) not make any material change in the nature or organisation of its business;

(j) comply with all of its contractual, statutory and regulatory obligations;

(k) not enter into a long-term, onerous, unusual or material agreement, arrangement or obligation;

(l) not amend or terminate a material agreement, arrangement or obligation to which it is a party or terminate any contract or commitment which is not capable of being terminated without compensation or which is not in the ordinary course of business;

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(m) not enter into, amend or terminate a contract (including a series of related contracts) involving capital expenditure, except with the agreement of the Buyer;

(n) not compromise or settle litigation or arbitration proceedings or any action, demand or dispute or waive a right in relation to litigation or arbitration proceedings;

(o) not release, discharge or compound any liability or claim;

(p) conduct its business in all material respects in accordance with all applicable legal and administrative requirements in any jurisdiction; and

(q) co-operate with the Buyer to allow the Buyer and its agents access to, and to take copies of, the books and records of the Company, including, without limitation, the statutory books, minute books, leases, licences, contracts, details of receivables, intellectual property, supplier lists and customer lists in the possession or control of each of the Company Principal Shareholders or their agents and representatives.

Section 5.09 Management Resignations and Appointment of New Management. Michael C. Brown shall resign at the Closing Date from all positions held with the Company, David C. Merrell shall resign from all officer positions, and Messrs. Merrell and Brown shall appoint the following as executive officers and to the Board of Directors of the Company, who shall begin their terms immediately following the effective date of the resignations of the current officers and directors:

President, CEO, Secretary and Treasurer:	Abraham Cinta
Additional Member of Board of Directors:	Abraham Cinta

Section 5.10 Lock-Up of Company Principal Shareholders’ Shares. Until Market Maturity (as defined in Appendix I of this Agreement), all shares held by the Company Principal Shareholders shall be subject to a lock up agreement and may not be sold.

ARTICLE VI

MISCELLANEOUS

Section 6.01 No Bankruptcy and No Criminal Convictions. None of the Parties to this Agreement, or their officers, directors or affiliates, promoters, beneficial shareholders or control persons, nor any predecessor thereof have been subject to the following (unless otherwise disclosed in the Company Schedules or the Buyer Schedules):

(a) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer within the past ten (10) years;

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(b) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

(d) Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal, provincial or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 6.02 Broker/Finder’s Fee. No broker’s or finder’s fee will be paid in connection with the transaction contemplated by this Agreement other than fees payable to persons registered as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, or persons who have introduced the Parties only and only to the extent outlined in the Company Schedules or the Buyer Schedules. The Buyer, the Company and the Company Principal Shareholders agree that, except as set forth herein and on Schedule 6.02 attached hereto, there were no brokers or finders involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Buyer, the Company and the Company Principal Shareholders, each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

Section 6.03 Governing Law and Arbitration. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Nevada without giving effect to principles of conflicts of law thereunder. All controversies, disputes or claims arising out of or relating to this Agreement shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. All arbitrators shall possess such experience in, and knowledge of, the subject area of the controversy or claim so as to qualify as an “expert” with respect to such subject matter. The governing law for the purposes of any arbitration arising hereunder shall be in Clark County, Nevada. The prevailing party shall be entitled to receive its reasonable attorney’s fees and all costs relating to the arbitration. Any award rendered by arbitration shall be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.

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Section 6.04 Notices. Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, to the parties at the following addresses or facsimile numbers:

If to the Company, to:		E.R.C. Energy Recovery Corporation
	Attn:	David C. Merrell
	Address:	3884 E. North Little Cottonwood Rd
		Salt Lake City, UT 84092
	Email:	dcm@xmission.com
If to the Company Principal Shareholders to:		David C. Merrell and Michael C. Brown
	Attn:	David C. Merrell
	Address:	3884 E. North Little Cottonwood Rd
		Salt Lake City, UT 84092
	Email:	dcm@xmission.com
		Mikebrown155@aol.com
If to the Buyer to:		Evotech Capital S.A.
		Abraham Cinta
		abraham.cinta@evotech.com

or at such other address or number as shall be designated by either of the Parties in a notice to the other party given in accordance with this Section. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.

Section 6.05 Attorney’s Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

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Section 6.06 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others (which information shall include the existence of this Agreement and the transactions contemplated herein), except (i) to the extent such data or information is published, is a matter of public knowledge (through no fault or action of the Party holding such information on behalf of the other Party), or is required by a court of competent jurisdiction to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein. The Company and the Company Principal Shareholders further agree and consent to the disclosure by the Buyer of any material information regarding the Company and the Company Principal Shareholders which the Buyer or its counsel deems necessary for disclosure in the Company’s public filings in the SEC EDGAR database in connection with the Company’s current or periodic report filings, including information related to this Agreement. The Buyer shall not be required to obtain the prior consent of the Company Principal Shareholders to publicly disclose such information, though each shall have at least one (1) day to review such disclosure.

Section 6.07 Publicity. Prior to or after the Closing of the transaction contemplated herein, any announcement, or press or news release by the Company or its shareholders, employees, officers, directors, or agents shall be reviewed and approved by the Buyer prior to its release, subject to any requirements of law. The Company shall be allowed to make any announcements relating to this Agreement or the transactions contemplated herein, and shall be allowed to file this Agreement and any exhibits or related agreements as may be required pursuant to the Company’s public reporting obligations with the SEC, subject to prior approval by the Company Principal Shareholders, which approval shall not be unreasonably withheld. Prior to the Closing and prior to the Closing Date, the Company and the Company Principal Shareholders shall make no announcements relating to this Agreement, the Buyer or the transactions contemplated herein without the prior written consent of the Buyer, which approval will not be unreasonably withheld.

Section 6.08 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other Party’s Schedules delivered pursuant to this Agreement, and the Buyer is deemed to have knowledge of the information set forth in the Company’s EDGAR filings.

Section 6.09 Third Party Beneficiaries. This contract is strictly between the Buyer, the Company and the Company Principal Shareholders, and, except as specifically provided, no director, officer, shareholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 6.10 Expenses. The Buyer, the Company and the Company Principal Shareholders each hereto agree to pay their own costs and expenses incurred in negotiating this Agreement including legal, accounting and professional fees, incurred in connection with the Agreement or any of the other transactions contemplated hereby, and those costs and expenses incurred in consummating the transactions described herein.

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Section 6.11 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, term sheets, understandings and negotiations, written or oral, with respect to such subject matter.

Section 6.12 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date for a period of one (1) year.

Section 6.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 6.14 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the Party or Parties for whose benefit the provision is intended.

Section 6.15 Best Efforts. Subject to the terms and conditions herein provided, each Party shall use reasonable best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by each under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each Party also agrees that each shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 6.16 Remedies. The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if either Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.

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Section 6.17 Construction. The Parties acknowledge that each of them has had the benefit of legal counsel of choice and has been afforded an opportunity to review this Agreement with such legal counsel and that this Agreement shall be construed as if jointly drafted by the Parties hereto. In this Agreement, the word “include”, “includes”, “including” and “such as” are to be construed as if they were immediately followed by the words, without limitation.

Section 6.18 Severability. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

Section 6.19 Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.

Section 6.19 Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one Party and faxed or scanned and emailed to another Party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing Party as though an original. A photocopy or PDF of this Agreement shall be effective as an original for all purposes.

(Signature Page Follows)

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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.

COMPANY:	E.R.C. ENERGY RECOVERY CORPORATION
	By:
	Title:	President and a Director
	Printed Name:	David C. Merrell

BUYER:	EVOTECH CAPITAL S.A.
	By:
	Title:	Division Manager
	Printed Name:	Abraham Dominguez Cinta

COMPANY PRINCIPAL SHAREHOLDERS (solely in their capacity as officers and directors):

______________________________________

David C. Merrell, President

______________________________________

Michael C. Brown, Secretary

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APPENDIX I

The following compensation (the “Consideration”) shall be transmitted to the Company and the Company Principal Shareholders upon or after the Closing of this Agreement, as may be applicable, as described below:

To the Company:

· Upon Closing $1,000 cash paid by the Buyer to the Company in exchange for 1,000,000 shares of common stock of the Company (the “Purchased Shares”) at a purchase price per share of $0.001.

· Upon Closing, an additional $49,000 shall be loaned to the Company by the Buyer. It is understood by all Parties that such $50,000 shall be disbursed in accordance with Section 2.20 of this Agreement, in consideration of Releases in the Form of Appendix III

To the Company Principal Shareholders (Messrs. Merrell and Brown), in consideration for locking up their shares pursuant to Section 6.02; payment or compromise of any liabilities not resolved by payment from the $50,000 paid by the Buyer; and indemnification, as applicable to David C. Merrell, as detailed in Section 4.05 of this Agreement:

* An anti-dilution provision, whereby any share issuances which would render Company Principal Shareholders’ holdings to become less than 4.99% of total issued and outstanding shares of Common Stock, shall be automatically accompanied by an additional Anti-Dilution Shares issuance to each, which shall maintain the Company Principal Shareholders’ collective holdings to 4.99% of the outstanding Common Stock, to be divided pro rata, based upon the percentage of their respective pre-Closing Date holdings (David C. Merrell, approximately 91.654%, and Michael C. Brown, approximately .8345%. This provision shall automatically expire upon Market Maturity, defined as follows:

“Market Maturity” shall mean the earlier of: (i) the average daily trading volume of the Company’s Common Stock over any 30 day trading period reaches $80,000 (calculated by multiplying the daily volume by the closing last trade share price for that trading day); or (ii) aggregate revenue of the Company, beginning on the date of this Agreement, reaches $25 million, as reported on its published SEC periodic filings.

* A three-year warrant to purchase 13,682 shares of the Common Stock (or such number of shares as is equal to 1% of the fully-diluted total outstanding shares of Common Stock, calculated on July 1, 2014, whichever is greater), and subject to the same anti-dilution provision above, meaning that such warrant shall provide the right to acquire a number of shares of Common Stock equal to 1% of the outstanding Common Stock of the Company, until the Market Maturity. This warrant may be exercised by the Company Principal Shareholders if and only if such exercise does not result in the Company Principal Shareholders holding a combined total of more than 4.99% of the issued and outstanding shares of the common stock of the Company. The warrant will be issuable after July 1, 2014. The exercise price of the warrant will be $0.20 per share and shall have a “cashless exercise” feature.

The Company Principal Shareholders shall have the right to privately convey any of the Common Stock or warrants acquired, notwithstanding any Lock-Up Agreement, so long as the acquiree executes and delivers the Lock-Up Agreement to the Company.

All such Common Stock shall be deemed fully-paid by reason the value of the covenants and the terms and conditions of this Agreement.

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APPENDIX II

26

APPENDIX III

27

EX-10.3

gezc_ex103.htm

EX-10.4

EXHIBIT 10.4

Contracting Agreement

CONTRACTING AGREEMENT

This Agreement (the “Agreement”) is effective as of 1^st day of May 2014 by and between Go Ez Corporation (“GEZC”) , and Abraham Dominguez Cinta whose address is as set forth herein as set forth in the paragraph 9, (collectively “Contractor”).

Whereas, GEZC is in the business of telecommunication and ecommerce services for a range of industries and organizations, of which it wishes to expand, and

Whereas, the Contractor, individually are experienced executives, based in Shanghai, China, a key market for GEZC, and

Whereas, GEZC desires to expand its businesses and to operate certain operations and to expand into certain added markets within the expertise of Contractor and further requires certain management and business development expertise which the Contractor possesses to help achieve its growth and market expansion objectives and to implement its business plan for 2014 and beyond, and

Whereas, GEZC desires to use the Contractor, as Management Consultant, to provide executive management and business development services, and the Contractor is willing to provide such consulting services acting on behalf of GEZC.

Now therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

1. Engagement; Contractor Relationship; Duties; Title. GEZC hereby engages the Contractor, and the Contractor hereby agrees to render, contract management services to GEZC in connection the operation and expansion. The Contractor shall report to Board of Director of GEZC. The Contractor shall devote such portion of their respective business time and efforts to the management and expansion of the business and to business development of GEZC as may be required to accomplish the goals and responsibilities determined by the Board of Director of GEZC and Contractor including those set forth on Schedule A. The Contractor shall use reasonable efforts in such endeavors. The Contractor shall also perform the services with a level of care, skill, and diligence that a prudent professional acting in a like capacity and familiar with such matters would use, and shall agree to abide by the rules of governance established by GEZC’s Board of Directors, including but not limited to, the Code of Business Conduct and Ethics and the Insider Trading Policies (copies of which are available and maintained on GEZC website). The parties agree that Contractorshall obtain prior written approval for any and all material contracts or agreements.

1

Contracting Agreement

2. Term and Termination. The term of this Agreement shall begin on the date referenced in paragraph one of this Agreement and shall continue until terminated by either Party as described herein. GEZC may terminate this agreement for cause (defined as immoral, unethical, or illegal behavior of the Contractor) without prior notice. This Agreement may be terminated by either party upon thirty (30) days advance written notice subject to the rights of Contractor to obtain compensation asset forth herein.

Should GEZC terminate this agreement other than for cause, it shall provide the Contractor with thirty days’ notice. Upon termination without cause, Contractor shall promptly submit a list of all business opportunities pending or developed by Contractor and such list shall be deemed incorporated into Schedule A. Should GEZC subsequently conclude a transaction among those listed on Schedule A, within 12 months of Termination Date, GEZC shall pay to Contractor any fees deriving from such transactions in accordance with this Agreement.

Should the Contractor terminate this agreement other than due to a breach of this Agreement by GEZC, Contractor shall forfeit any claims to compensation for transactions completed by GEZC following the termination date, unless the fees earned were for work completed by the Contractor prior to the termination date.

3. Compensation. As compensation for all primary services rendered by the Contractor to GEZC pursuant to this Agreement, the Contractor shall be compensated as follows:

3.1 Base Compensation. GEZC shall receive $3,750 per month compensation, payable in stock.

3.2 Incentive Compensation. Contractor shall receive annually an amount equal to 1% of the net revenues (defined as gross revenues less returns, credits, commissions, warranty claims and the like consistent with the determination by the auditors for GEZC from the Accounting Agreement payable in stock as determined at the discretion of the Board of Director.

4. Expenses. The Contractor shall pay for his own expenses unless otherwise agreed or required by GEZC and pre-approved.

5. Status. The Contractor is an independent contractor providing services to GEZC. The Contractor is not an agent of GEZC and shall have no right to bind GEZC, except as expressly and duly authorized in writing by affirmative action of the CEO or board of directors. Contractor, as appropriate, will report all payments to be made hereunder on Forms 1099 as determined by the GEZC auditors. GEZC shall not carry worker’s compensation insurance to cover the Contractor. GEZC shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, or their equivalent in another country, nor provide any other contributions or benefits that might be expected in an employer-employee relationship.

2

Contracting Agreement

6. Confidentiality, Non-Competition and Non-Circumvention. During the term of this Agreement and for a period of two (2) years after, GEZC and Contractor agree that neither of them, nor any affiliate of them, directly or indirectly, or in any other capacity, will (i) in any manner influence any person who is an employee of the other Party to leave such service or hire any such person, (ii) contact or solicit any Person that is or at any time within the one year period immediately prior to the date of this Agreement was a customer of GEZC or Contractor, as the case may be, for the purpose of providing products, services or business competitive with that provided by the other PARTY, or provide any such products, services or business to any such Person, or (iii) request or advise any suppliers, customers or accounts of the other Party to withdraw, curtail or cancel any business that is placed with the other Party. Provided further, that in no event, at any time shall either party (i) use or disclose, or cause to be used or disclosed, any secret, confidential or proprietary information of either Party, which is stipulated by either Party as confidential, regardless of the fact that GEZC and/or Contractor or any GEZC Affiliate may have participated in the development of that information, or (ii) make any disparaging remarks about the other Party, their employees or officers, or their services, practices or conduct.

7. Contracts or Other Agreements with Current or Former Employer or Business.The Contractor hereby represents and warrants that he is not subject to any agreement with respect to which the Contractor’s engagement by GEZC would be a breach.

8. Modification of Agreement. This Agreement may be modified by the Parties hereto only by a written supplemental agreement executed by both Parties.

9. Notice. All notices and other communications required or permitted under this Agreement shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices here under may be delivered by hand, facsimile transmission or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted.

All notices and other communications under this Agreement shall be given to the Parties hereto at the following addresses:

If to GEZC:

101 First Street

#493

Los Altos, CA 94022

If to Contractor:

Rm 1302, 796 Hong Zhong Road

Shanghai, China

or to such other address as the Parties hereto may specify, in writing, from time to time.

3

Contracting Agreement

10. Waiver of Breach. The waiver by either Party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter of this Agreement and supersedes any prior written or oral arrangements with respect to the Contractor’s engagement by GEZC.

12. Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit of and be enforceable by GEZC’s successors and assigns.

13. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14. Survival of Obligations. The duties and obligations contained in Paragraphs 5, 6, 10,

11, 13 and 15 shall survive the expiration or termination of this Agreement.

15. Multiple Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same Agreement.

16. Tax Withholding; Indemnification. By reason of Contractor’s relationship with GEZC as an independent contractor, all sums required to be paid by GEZC to Contractor shall be paid in full, without reduction for any withholding taxes, employers’ taxes, social security taxes, payments or contributions, and similar employer withholdings, deductions and payments. Contractor acknowledges and agrees that Contractor shall be solely responsible for making all such filings and payments and shall indemnify and hold harmless GEZC for any liability, claim, expense or other cost incurred by GEZC arising out of or related to the obligations of Contractor pursuant to this Paragraph 16.

17. Applicable Law. This Agreement shall be governed by and construed in accordance with the relevant governing laws of where the services are deployed.

18. Headings. The headings of the Paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

4

Contracting Agreement

IN WITNESS WHEREOF, the parties hereto have executed, or cause their duly assigned agent to execute, this Agreement as of the date first set forth above.

For GEZC

Abraham Dominguez Cinta

President

For Contractor

Abraham Dominguez Cinta

5

EX-14.1 12 gezc_ex141.htm CODE OF BUSINESS CONDUCT AND ETHICS

EXHIBIT 14.1

CODE OF ETHICS

December 2014

This Go Ez Corporation Code of Ethics (the “Code”) applies to all officers, directors and employees of Go Ez Corporation (the “Company”) and its subsidiaries. The Company expects that all of its officers, directors and employees will act in accordance with the highest standards of both personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, to deter any wrongdoing and abide by the policies and procedures adopted by the Company.

Accordingly, you agree to:

1.	Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.	Avoid conflicts of interest and to disclose to the Chairman of the Corporate Governance Committee of the Company (or, if none, to the Board of Directors) any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
3.	Take all reasonable measures to protect the confidentiality of non-public information about the Company and their customers obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;
4.	Produce full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and other regulators and in all other public communications made by the Company;
5.	Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which the Company is a member; and
6.	Promptly report any possible violation of this Code of Ethics to the Chairman of the Corporate Governance Committee of the Company (or, if none, the Board of Directors).

You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company’s independent public auditors for the purpose of rendering the financial statements of the Company or its subsidiaries misleading.

You understand that you will be held accountable for your adherence to this Code of Ethics. Your failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment. Violations of this Code may also constitute violations of law and may result in civil and criminal penalties for you and/or the Company.

1

You are encouraged to contact the Chairman of the Corporate Governance Committee of the Company (or, if none, the Board of Directors) when in doubt about, or if you have any questions regarding, the best course of action in a particular situation. You are also encouraged to report violations of laws, rules regulations or this Code to the Chairman of the Corporate Governance Committee of the Company (or, if none, the Board of Directors), including, but not limited to, any concerns you have regarding the Company concerning fraud, accounting, internal accounting controls or auditing matters. You may choose to remain anonymous in reporting any possible violation of this Code. The Company will not allow retaliation against anyone for reports made in good faith.

You should communicate any suspected violations of this Code promptly to the Chairman of the Corporate Governance Committee of the Company (or, if none, the Board of Directors). Violations will be investigated by the Board of Directors of the Company or by persons designated by the Board of Directors of the Company, and appropriate disciplinary action will be taken in the event of any violations of this Code, including termination of employment or, in the case of any Director, refusal by the Corporate Governance Committee (or the entire Board of Directors or another committee performing a similar function) to nominate such Director for re-election if such Director has not been previously terminated for cause.

Any waiver of this Code for any Director or executive officer may be made only by the Board of Directors of the Company and must be disclosed either on a Current Report on Form 8-K within the requisite period orr in any other manner permitted by the Securities and Exchange Commission or any securities exchange.

YOUR PERSONAL COMMITMENT TO THE GO EZ CORPORATION 

CODE OF ETHICS

I acknowledge that I have received and read the Go Ez Corporation Code of Ethics, dated December 2014, and understand my obligations as an officer, Director and/or employee to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not constitute a contract of employment.

Please sign here:  Date: 

Please print your name: 

This signed and completed form must be returned to your manager, designated human resources professional, or to the Board of Directors.

2

EX-23.1 13 gezc_ex231.htm CONSENT

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1, Amendment No. 5, of GO EZ Corporation of our report dated April 13, 2015, relating to our audit of the financial statements, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the captions "Experts" and "Selected Financial Data" in such Prospectus.

/s/  HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP

Salt Lake City, Utah

October 22, 2015

EX-14.1

gezc_ex141.htm

EX-23.1

gezc_ex231.htm

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Assets
Total assets measured at fair value
Liabilities
Derivative Liability	$ 216,223	$ 268,403
Total liabilities measured at fair value	$ 216,223	$ 268,403
Fair Value, Inputs, Level 1 [Member]
Assets
Total assets measured at fair value
Liabilities
Derivative Liability
Total liabilities measured at fair value
Fair Value, Inputs, Level 2 [Member]
Assets
Total assets measured at fair value
Liabilities
Derivative Liability
Total liabilities measured at fair value
Fair Value, Inputs, Level 3 [Member]
Assets
Total assets measured at fair value
Liabilities
Derivative Liability	$ 216,223	$ 268,403
Total liabilities measured at fair value	$ 216,223	$ 268,403

XML

Merchandise Inventories (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Merchandise Inventories Details Narrative
Inventory	$ 22,830

XML

LOSS PER SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Loss Per Share Details
Loss available to common shareholders (numerator)	$ (455,776)	$ 22,561	$ (240,515,187)	$ 6,855	$ (20,914,263)	$ (64,046)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)	1,586,592	1,049,519	1,543,972	710,741	1,038,755	368,200
Loss per share	$ (0.29)	$ 0.02	$ (155.78)	$ 0.01	$ (20.13)	$ (0.17)

XML

SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock authorized	100,000,000	100,000,000	100,000,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock authorized	800,000,000	800,000,000	800,000,000
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001

XML

SHAREHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2014

Shareholders Equity Tables

Summary of outstanding warrants

A summary of the status of our outstanding warrants as of December 31, 2014 and December 31, 2013 and changes during the periods then ended is presented below:

	12/31/2014				12/31/2013
	Number of Warrants		Weighted average exercise price		Number of Warrants		Weighted average exercise price
Outstanding, beginning of the period		-	$	-		-	$	-
Granted		180,106		0.2		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding, end of the period		180,106	$	1.97		-		-
Exercisable at the end of the period		180,106	$	1.97		-		-
Weighted average fair value of options granted during the period			$	-			$	-

Summary range outstanding exercisable

The following table summarizes the range of outstanding and exercisable options as of December 31, 2014:

Range of Exercise prices		Number Outstanding at December 31, 2014		Weighted average Life Remaining (years)		Exercise price		Number Exercisable at December 31, 2014		Weighted average Life Remaining (years)
$	0.20		30,018		2.31	$	0.20		30,018		2.31
$	2.32		150,088		1.98	$	2.32		150,088		1.98
			180,106						180,106

XML

General and Administrative Expenses (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
General And Administrative Expenses Details Narrative
General and administrative expenses	$ 152,687	$ 46,048

XML

Revenue Recognition

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 9 - Revenue Recognition

The Company generates revenue principally from the sale of electronic products accessories, including mobile phones, selfie-sticks and smart watches and providing of internet services. The Company sells its products through retail, wholesale and online store. We recognize revenue when the sales price is fixed or determinable, collection is reasonably assured and the customer takes possession of the merchandise, or in the case of services, the service has been provided. Revenue is recognized for store sales when the customer receives and pays for the merchandise. For online sales, we defer revenue and the related product costs for shipments that are in-transit to the customer and recognize revenue at the time the customer receives the product. Online customers typically receive goods within a few days of shipment. Revenue from merchandise sales and services is reported net of sales returns. We recognized revenue of $136,328 and $0 during the six month period ended June 30, 2015 and 2014, respectively. 

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INCOME TAXES (Details 1) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details 1
Book Income					$ (8,157,500)	$ (26,199)
Related Party Accruals					(17,400)
Contributed Services					15,805	$ 11,602
Other Nondeductible Expenses					8,157,927
State Taxes					(200)
Valuation allowance					$ 1,368	$ 14,597
Total	$ (800)		$ (800)

XML

FURNITURE AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Furniture And Equipment Details Narrative
Depreciation Expense	$ 763		$ 1,411		$ 60

XML

Fair Value of Financial Instruments (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Fair Value Of Financial Instruments Tables

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	216,223	$	-	$	-	$	216,223
Total liabilities measured at fair value	$	216,223	$	-	$	-	$	216,223

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	268,403	$	-	$	-	$	268,403
Total liabilities measured at fair value	$	268,403	$	-	$	-	$	268,403

Fair value of the derivative liability

Risk free interest rate		0.46	%
Stock volatility factor		37.06	%
Months to Maturity	18 Months
Expected dividend yield	None

For recurring fair value measurements

Beginning balance as of January 1, 2014	$	268,403
Fair value of derivative liabilities issued		0
Net Loss/Gain on change in derivative liability		(52,180	)
Ending balance as of June 30, 2015	$	216,223

XML

BUSINESS ACQUISTIONS (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Operating expenses	$ 540,320	$ 53,777	$ 630,281	$ 66,566	$ 357,746	$ 73,637
Other income (expense)	$ 43,634	$ 75,971	$ (239,956,459)	$ 73,421	$ (20,559,139)	$ 9,591
Go Ez Corporation [Member]
Services revenue
Operating expenses					$ 349,010	$ 73,637
Loss from Operations					(349,010)	(73,637)
Other income (expense)					(30,204)	9,591
Net loss					(379,214)	$ (64,046)
Federal Technology Agency Inc [Member]
Services revenue					218,550
Operating expenses					234,452	$ 823
Loss from Operations					$ (15,902)	$ (823)
Other income (expense)
Net loss					$ (15,902)	$ (823)
Pro Forma Adjustments [Member]
Services revenue
Operating expenses
Loss from Operations
Other income (expense)					$ (20,528,935)
Net loss					(20,528,935)
Pro Forma Condensed Combined [Member]
Services revenue					218,550
Operating expenses					583,462	$ 74,460
Loss from Operations					(364,912)	(74,460)
Other income (expense)					(20,559,139)	9,591
Net loss					$ (20,924,051)	$ (64,869)

XML

Other Income (Expense) (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Other Income Expense Details Narrative
Loss on Acquisition			$ 240,007,725		$ 20,517,084

XML

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Stock issuance for compensation, Amount					$ 270,000
Non-cash contributed services		$ 7,500		$ 20,150	12,650	$ 40,525
Payments amounted					99,726	1,527
Advances from related party	$ 19,672		$ 19,672		$ 1,600	103,412
Accrued interest - related party						$ 46,135
Accrued compensation	$ 22,500		$ 22,500
Payments on advances payable to related party			72,478,947
Owed to related party	$ 99,077		$ 99,077		$ 1,600
Officers And Directors [Member]
Stock issuance for compensation, Shares					67,500	67,500
Stock issuance for compensation, Amount					$ 270,000	$ 270,000

XML

FURNITURE AND EQUIPMENT

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 3 - FURNITURE AND EQUIPMENT

Property and equipment are recorded at cost. We compute depreciation using the straight-line method over the estimated useful lives of the assets. 

Furniture and equipment consists of the following as of June 30, 2015 and December 31, 2014: 

	2015			2014
Furniture and Equipment	$	16,369		$	11,218
Less: Accumulated Depreciation		(2,211	)		(745	)
Net Property and Equipment	$	14,157		$	10,474

Furniture and equipment consists of the following as of December 31:

	Year Ended December 31,
	2014			2013
Furniture and Fixtures	$	11,218		$	0
Less: Accumulated Depreciation		(745	)		(0	)
Net Property and Equipment	$	10,474		$	0

Depreciation expense on property and equipment was $60 and $0 for the years ended December 31, 2014 and 2013.

XML

CONVERTIBLE DEBENTURES (Details Narrative)	3 Months Ended
	Dec. 31, 2014 USD ($) shares
On July 1, 2014 [Member]
8% Convertible Debenture
Preferred stock to extinguish debt | shares	81
Accrued interest converted preferred stock	$ 80,266
On July 1, 2014 One [Member]
8% Convertible Debenture
Preferred stock to extinguish debt | shares	2
Accrued interest converted preferred stock	$ 1,035
On October 1, 2014 [Member]
8% Convertible Debenture
Preferred stock to extinguish debt | shares	17
Accrued interest converted preferred stock	$ 16,489
On October 1, 2014 One [Member]
8% Convertible Debenture
Preferred stock to extinguish debt | shares	1
Accrued interest converted preferred stock	$ 537
On November 17, 2014 One [Member]
8% Convertible Debenture
Preferred stock to extinguish debt | shares	5
Accrued interest converted preferred stock	$ 4,410

XML

Subsidiary

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 18 - Subsidiary

Acquisition of Cellular of Miami Beach, Inc.  

On January 20, 2015, FTA entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of the Seller and completed its acquisition of the Seller through its issuance of sixty shares of the Company’s Preferred Series B stocks, and twenty-five thousand dollars’ worth of ($25,000) Promissory Note. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this Transaction. The entry into the Asset Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on January 19, 2015.  

In accordance with the terms of the Agreement, the Seller shall validly and effectively grant, sell, convey, assign, transfer and deliver to FTA, upon and subject to the terms and conditions of this Agreement, all of the Seller’s right, title and interest in and to (i) the business as a going concern, and (ii) certain of the Seller’s assets set forth in the Agreement, properties and rights constituting the business or used in the business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof.  

Incorporation Of Subsidiary 

On February 2, 2015, we incorporated a wholly-owned subsidiary with name of Glophone International in the State of Florida, USA. Mr. Abraham Dominguez Cinta is appointed as the Director and President of the Subsidiary. Mr. Eduardo Paz is appointed as the Secretary of the Subsidiary.

XML

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 12 - Fair Value of Financial Instruments

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, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities. 

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. 

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, 2015: 

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	216,223	$	-	$	-	$	216,223
Total liabilities measured at fair value	$	216,223	$	-	$	-	$	216,223

For purpose of determining the fair market value of the derivative liability for the warrants, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: 

Risk free interest rate		0.46	%
Stock volatility factor		37.06	%
Months to Maturity	18 Months
Expected dividend yield	None

b. For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, a reconciliation from the opening balances to the closing balances, disclosing separately changes during the period attributable to the following: Total gains or losses for the period recognized in earnings, and the line item(s) in the income statement in which those gains or losses are recognized.: 

Beginning balance as of January 1, 2014	$	268,403
Fair value of derivative liabilities issued		0
Net Loss/Gain on change in derivative liability		(52,180	)
Ending balance as of June 30, 2015	$	216,223

XML

Cost of Goods Sold (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Cost Of Goods Sold Details Narrative
Cost of goods sold	$ 24,284		$ 56,038

XML

SHAREHOLDERS' EQUITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Number of Warrants
Shares outstanding, Beginning
Granted	180,106
Exercised
Expired
Shares outstanding, Ending	180,106
Shares outstanding exercisable	180,106
Weighted Average Exercise Price
Weighted average exercise price of share outstanding, Beginning
Granted	$ 0.2
Exercised
Expired
Weighted average exercise price of share outstanding, Ending	$ 1.97
Weighted average exercise price of share exercisable	$ 1.97
Weighted average fair value of options granted during the period

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Summary Of Significant Accounting Policies Policies

Organization

Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. Currently, the Company provides technology devices, accessories and internet services in the United States of America. The products are sold through online and offline retailors, wholesale distributors. Internet technology services include full unit testing, framework design, development, implementation, and testing to internet services companies. The Company has wholly-owned subsidiaries in Miami, Florida, USA. The Company changed its name to Go Ez Corporation on May 7, 2014.

Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. The Company changed its name to Go Ez Corporation on May 7, 2014. The Company acquired 70% of Federal Technology Agency, Inc. on December 22, 2014.

Condensed Consolidated Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinionof management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2015 and 2014 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2014 audited financial statements. The results of operations for the three months ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

Principles of Consolidation

The consolidated financial statements for June 30, 2015 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for June 30, 2015 include the accounts of Go Ez Corporation, Federal Technology Agency, Inc.(“FTA”), of which Go Ez Corporation owns 70%, and Glophone International Inc., a wholly-owned subsidiary of Go Ez Corporation. All significant intercompany balances and transactions have been eliminated.

The consolidated financial statements for December 31, 2014 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for December 31, 2013 include the accounts of Go Ez Corporation and Federal Technology Agency, Inc., of which Go Ez Corporation owns 70%. All significant intercompany balances and transactions have been eliminated.

Development Stage

The Company discontinued its operations in 1989 and was considered to be a Development Stage Company up through December 22, 2014 when it acquired 70% of the operations of Federal Technology Agency, Inc.

Cash and Cash Equivalents

The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation on property and equipment is determined using the straight-line method over the estimated useful lives of the assets which range from three to seven years. Expenditures for maintenance and repairs are expensed when incurred.

Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets because of the short-term maturity of these financial instruments.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014 or 2013. All tax years starting with 2010 are open for examination.

Revenue Recognition

The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 605 based on the following criteria: Persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Allowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to uncollectability. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The allowance for doubtful accounts at December 31, 2014 and 2013 is $700 and $-0-, respectively.

Reclassification

The financial statements for periods prior to June 30, 2015 have been reclassified to conform to the headings and classifications used in the June 30, 2015 financial statements.

Certain amounts in prior-period financial statements have been reclassified for comparative purposes to conform to presentation in the current-period financial statements.

Loss Per Share

The Company computes loss per share in accordance with Accounting Standards Codification (“ASC”) Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive.

Accounting Estimates

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

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

Recently Enacted Accounting Standards

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

Recent Accounting Standards Updates (“ASU”) through ASU No. 2015-1 contains technical corrections to existing guidance or affects guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Fair Value of Financial Instruments

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 December 31, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities.

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

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 December 31, 2014:

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	268,403	$	-	$	-	$	268,403
Total liabilities measured at fair value	$	268,403	$	-	$	-	$	268,403

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Summary Of Significant Accounting Policies Tables

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	216,223	$	-	$	-	$	216,223
Total liabilities measured at fair value	$	216,223	$	-	$	-	$	216,223

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	268,403	$	-	$	-	$	268,403
Total liabilities measured at fair value	$	268,403	$	-	$	-	$	268,403

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GOING CONCERN

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and currently has no on-going operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. The Company has also just recently acquired a subsidiary which may provide adequate working capital in the future. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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FURNITURE AND EQUIPMENT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Furniture And Equipment Tables

Furniture and equipment

	2015			2014
Furniture and Equipment	$	16,369		$	11,218
Less: Accumulated Depreciation		(2,211	)		(745	)
Net Property and Equipment	$	14,157		$	10,474

Furniture and equipment consists of the following as of December 31:

	Year Ended December 31,
	2014			2013
Furniture and Fixtures	$	11,218		$	0
Less: Accumulated Depreciation		(745	)		(0	)
Net Property and Equipment	$	10,474		$	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
Estimated useful lives	three to seven years
Allowance for doubtful accounts	$ 700	$ 0

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Receivables (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Receivables Details Narrative
Accounts Receivable, net	$ 41,275

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CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
CURRENT ASSETS:
Cash	$ 4,328	$ 15,394
Accounts receivables	41,275
Other receivable, net	2,763
Inventory	22,830
Prepaid Expense	73,930	$ 106
Total Current Assets	145,126	15,500
Property and Equipment, net	14,158	10,474	$ 0
Total Assets	159,284	25,974	0
CURRENT LIABILITIES:
Accounts payable	66,987	18,800	140,945
Advances - related parties	$ 19,672	$ 1,600	103,412
Accrued interest - related party			$ 46,135
Accrued expenses	$ 27,486
Accrued Tax		$ 4,067
Derivative Liability	$ 216,223	268,403
Payroll Liabilities		$ 4,503
Note payable-related party	$ 72,807
Debt related party	6,599
Total Current Liabilities	$ 409,774	$ 297,373	$ 290,492
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.0001 par value 100,000,000 shares authorized, 171 shares issued and outstanding
Common stock, $.0001 par value, 800,000,000 shares authorized, 1,630,080 and 1,368,200 shares issued and outstanding at 2015 and 2014, respectively	$ 163	$ 151	$ 37
Capital in excess of par value	261,844,527	21,316,377	388,856
Accumulated Deficit	(262,108,838)	(21,593,649)	$ (679,385)
Non-Controlling Interest	13,658	5,722
Total Stockholders' Equity (Deficit)	(250,490)	(271,399)	$ (290,492)
Total Liabilities and Stockholders' Equity (Deficit)	$ 159,284	$ 25,974	$ 0

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SHAREHOLDERS' EQUITY (Details 1)	12 Months Ended
	Dec. 31, 2014 $ / shares shares
Number of Outstanding [Member]
Number of Shares Outstanding	180,106
Number of Outstanding [Member] | Range of Exercise 0.20 [Member]
Number of Shares Outstanding	30,018
Weighted Average Remaining Contractual Life (years)	2 years 3 months 22 days
Weighted Average Exercise Price | $ / shares	$ 0.20
Number of Outstanding [Member] | Range of Exercise 2.32 [Member]
Number of Shares Outstanding	150,088
Weighted Average Remaining Contractual Life (years)	1 year 11 months 23 days
Weighted Average Exercise Price | $ / shares	$ 2.32
Number of Exercisable [Member]
Number of Shares Outstanding	180,106
Number of Exercisable [Member] | Range of Exercise 0.20 [Member]
Number of Shares Outstanding	30,018
Weighted Average Remaining Contractual Life (years)	2 years 3 months 22 days
Weighted Average Exercise Price | $ / shares	$ 0.20
Number of Exercisable [Member] | Range of Exercise 2.32 [Member]
Number of Shares Outstanding	150,088
Weighted Average Remaining Contractual Life (years)	1 year 11 months 23 days
Weighted Average Exercise Price | $ / shares	$ 2.32

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Cash Flows From Operating Activities:
Net Loss	$ (444,407)	$ 22,561	$ (240,507,251)	$ 6,855	$ (20,916,885)	$ (64,046)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense	$ 763		1,411		60
Loss on Acquisition			240,007,725		20,517,084
Issuance of Common Stock for Services			447,000		270,000
Related Party Contributed Services			7,500		12,650	$ 40,525
(Gain) Loss on Derivative Valuation			(52,180)		11,852
Related party contributed liabilities			$ 662
Non-cash contributed services				$ 20,150	12,650	$ 40,525
Non-cash expenses – capital contribution				8,537
Non-cash forgiveness of debt		$ (75,971)		(75,971)	(75,971)	$ (19,826)
Accretion of discount on convertible notes payable					99,726
(Gain) Loss on Settlement of Debt		$ (75,971)		$ (75,971)	(75,971)	$ (19,826)
Related Party Forgiveness of Debt					161,522	$ 1,527
Decrease (increase) in operating assets
Accounts receivable			$ (38,966)
Other receivable			(2,763)
Inventory			(9,998)
Pre-paid & Other Assets			(824)		(106)
Increase (decrease) in operating liabilities
Accounts Payable			$ 48,182	$ (40,301)	(116,816)	$ 31,585
Account payables - related party				77,180
Accrued interest - related party				$ 2,550
Accrued Expenses			$ 17,318		$ (171,705)
Related party payables			19,672
Advanced debt			6,599
Accrued Interest						$ 10,235
Net cash used in operating activities			(55,913)	$ (1,000)	$ (208,589)
Cash Flows From Investing Activities:
Purchase of fixed assets			(5,049)
Cash acquired in CMB asset acquisition			2,134
Cash Acquired in Merger with FTA					123,257
Net Cash (Used) by Investing Activities			$ (2,960)		123,257
Cash Flows from Financing Activities:
Sale of common stock				$ 1,000	1,000
Proceeds from short term RP debenture			$ 47,807		99,726
Net cash (used) provided by financing			47,807	$ 1,000	100,726
Net decrease in Cash and Cash Equivalent			(11,066)		$ 15,394
Cash at Beginning of Period			15,394
Cash at End of Period	$ 4,328		$ 4,328		$ 15,394
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for: Interest
Cash paid during the period for: Income taxes
Supplemental Disclosures of Non-Cash Transactions
Common stock issued for prepaid services			$ 73,000
Contributed payments on behalf of company				$ 152,097

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Fair Value of Financial Instruments (Details 1)	6 Months Ended
	Jun. 30, 2015
Fair Value Of Financial Instruments Details 1
Risk free interest rate	0.46%
Stock volatility factor	37.06%
Months to Maturity	18 months
Expected dividend yield

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2014

Income Taxes Tables

Net deferred tax assets

Net deferred tax assets consist of the following components as of December 31, 2014, and 2013:

	2014			2013
Deferred tax assets:
NOL Carryover	$	17,100		$	85,985
Related Party Accruals		600			14,001
Deferred tax liabilities
Depreciation		(300	)		-
Valuation allowance		(17,400	)		(99,986	)
Net deferred tax asset	$	-		$	-

Income tax provision

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from operations for the years ended December 31, 2014 and 2013 due to the following:

	2014			2013
Book Income	$	(8,157,500	)	$	(26,199	)
Related Party Accruals		(17,400	)		-
Contributed Services		15,805			11,602
Other Nondeductible Expenses		8,157,927			-
State Taxes		(200	)		-
Valuation allowance		1,368			14,597
	$	-		$	-

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Merchandise Inventories

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 5 - Merchandise Inventories

Merchandise inventories are recorded using first-in-first-out. In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories to our retail stores are expensed as incurred and included in cost of goods sold.

Our inventory valuation reflects adjustments for anticipated physical inventory losses (e.g., theft) that have occurred since the last physical inventory. Physical inventory counts are taken on a regular basis to ensure that the inventory reported in our consolidated financial statements is properly stated. The Company had $22,830 worth of merchandise inventories as of June 30, 2015.

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BUSINESS ACQUISTIONS (Tables)

12 Months Ended

Dec. 31, 2014

Business Acquistions Tables

BUSINESS ACQUISTIONS

The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2013 as if acquisition of FTA had occurred on January 1, 2013.

Go Ez Corporation and Subsidiary

Pro Forma Condensed Combined Statements of Operations

For the Twelve Months Ended December 31, 2014

(Unaudited)

	Historical Statements
				Federal						Pro Forma
	Go Ez			Technology			Pro Forma			Condensed
	Corporation			Agency, Inc.			Adjustments			Combined
Services revenue	$	-		$	218,550		$	-		$	218,550
Operating expenses		349,010			234,452			-			583,462
Loss from Operations		(349,010	)		(15,902	)		-			(364,912	)
Other income (expense)		(30,204	)		-			(20,528,935	)		(20,559,139	)
Net loss	$	(379,214	)	$	(15,902	)	$	(20,528,935	)	$	(20,924,051	)

Go Ez Corporation (formerly E.R.C Energy Recovery Corporation) and Subsidiary
Pro Forma Condensed Combined Statements of Operations
For the Twelve Months Ended December 31, 2013
(Unaudited)
	Historical Statements
				Federal					Pro Forma
	Go Ez			Technology			Pro Forma		Condensed
	Corporation			Agency, Inc.			Adjustments		Combined
Services revenue	$	-		$	-		$	-	$	-
Operating expenses		73,637			823			-		74,460
Loss from Operations		(73,637	)		(823	)		-		(74,460	)
Other income (expense)		9,591			-			-		9,591
Net loss	$	(64,046	)	$	(823	)	$	-	$	(64,869	)

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Notes and Debt

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 8 - Notes and Debt

On January 20, 2015, the Company entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of FTA and completed its acquisition of FTA through its issuance of sixty shares of the Company’s Preferred Series B stock, and a twenty-five thousand dollar ($25,000) Promissory Note. Said Promissory Note carries 0% interest and matures one year from the date of the closing of this Transaction.

FTA issued a series debt to Company officers/directors for their cash contributions to the Company. On February 2, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Roger Ng for cash advances. On February 18, 2015, FTA issued debt with principle amount of $1,200, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 9, 2015, FTA issued debt with principle amount of $400, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 20, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances.

On March 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 31, 2015, FTA issued debt with principle amount of $999, at 6% interest rate, maturing in one year to Abraham Cinta for cash advances.

On June 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances.

8% Convertible Debenture – on July 1, 2014 the Company issued a convertible debenture, in the amount of $77,547, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on July 1, 2015. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $77,547 was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended September 30, 2014 was $19,387, which amount has been recorded as interest expense. During the 4th quarter the Company entered into a novation agreement and issued 81 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $80,266 was converted to preferred stock.

8% Convertible Debenture - on July 1, 2014 the Company issued a convertible debenture, in the amount of $1,000, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on July 1, 2015. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $1,000 was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended September 30, 2014 was $250, which amount has been recorded as interest expense. During the 4th quarter the Company entered into a novation agreement and issued 2 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $1,035 was converted to preferred stock.

8% Convertible Debenture - on October 1, 2014 the Company issued a convertible debenture, in the amount of $16,247, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $16,247 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 17 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $16,489was converted to preferred stock.

8% Convertible Debenture - on October 1, 2014 the Company issued a convertible debenture, in the amount of $529, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $529 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 1 share of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $537 was converted to preferred stock.

8% Convertible Debenture - on November 17, 2014 the Company issued a convertible debenture, in the amount of $4,403, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $4,403 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 5 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $4,410 was converted to preferred stock.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. Currently, the Company provides technology devices, accessories and internet services in the United States of America. The products are sold through online and offline retailors, wholesale distributors. Internet technology services include full unit testing, framework design, development, implementation, and testing to internet services companies. The Company has wholly-owned subsidiaries in Miami, Florida, USA. The Company changed its name to Go Ez Corporation on May 7, 2014.

Condensed Consolidated Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinionof management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2015 and 2014 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2014 audited financial statements. The results of operations for the three months ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

Principles of Consolidation - The consolidated financial statements for June 30, 2015 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for June 30, 2015 include the accounts of Go Ez Corporation, Federal Technology Agency, Inc.(“FTA”), of which Go Ez Corporation owns 70%, and Glophone International Inc., a wholly-owned subsidiary of Go Ez Corporation. All significant intercompany balances and transactions have been eliminated.

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

Reclassification - The financial statements for periods prior to June 30, 2015 have been reclassified to conform to the headings and classifications used in the June 30, 2015 financial statements.

Organization - Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. The Company changed its name to Go Ez Corporation on May 7, 2014. The Company acquired 70% of Federal Technology Agency, Inc. on December 22, 2014.

Principles of Consolidation – The consolidated financial statements for December 31, 2014 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for December 31, 2013 include the accounts of Go Ez Corporation and Federal Technology Agency, Inc., of which Go Ez Corporation owns 70%. All significant intercompany balances and transactions have been eliminated.

Development Stage - The Company discontinued its operations in 1989 and was considered to be a Development Stage Company up through December 22, 2014 when it acquired 70% of the operations of Federal Technology Agency, Inc.

Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Property and Equipment - Property and equipment are recorded at cost, less accumulated depreciation. Depreciation on property and equipment is determined using the straight-line method over the estimated useful lives of the assets which range from three to seven years. Expenditures for maintenance and repairs are expensed when incurred.

Fair Value of Financial Instruments - The Company estimates that the fair value of all financial instruments does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets because of the short-term maturity of these financial instruments.

Income Taxes - The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014 or 2013. All tax years starting with 2010 are open for examination.

Revenue Recognition - The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 605 based on the following criteria: Persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Allowance for Doubtful Accounts - The Company establishes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to uncollectability. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The allowance for doubtful accounts at December 31, 2014 and 2013 is $700 and $-0-, respectively.

Reclassification - Certain amounts in prior-period financial statements have been reclassified for comparative purposes to conform to presentation in the current-period financial statements.

Loss Per Share - The Company computes loss per share in accordance with Accounting Standards Codification (“ASC”) Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive.

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

Recently Enacted Accounting Standards - The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

Recent Accounting Standards Updates (“ASU”) through ASU No. 2015-1 contains technical corrections to existing guidance or affects guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Fair Value of Financial Instruments - 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 December 31, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities.

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

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 December 31, 2014:

Fair Value of Financial Instruments

	Total		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-
Liabilities
Derivative Liability	$	268,403	$	-	$	-	$	268,403
Total liabilities measured at fair value	$	268,403	$	-	$	-	$	268,403

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock authorized	100,000,000	100,000,000	100,000,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock issued	171	111	111
Preferred stock outstanding	171	111	111
Common stock authorized	800,000,000	800,000,000	800,000,000
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock issued	1,630,080	1,500,878	368,200
Common stock outstanding	1,630,080	1,500,878	368,200

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INCOME TAXES

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 11 - INCOME TAXES

The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014, and 2013.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31, 2014, and 2013:

	2014			2013
Deferred tax assets:
NOL Carryover	$	17,100		$	85,985
Related Party Accruals		600			14,001
Deferred tax liabilities
Depreciation		(300	)		-
Valuation allowance		(17,400	)		(99,986	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from operations for the years ended December 31, 2014 and 2013 due to the following:

	2014			2013
Book Income	$	(8,157,500	)	$	(26,199	)
Related Party Accruals		(17,400	)		-
Contributed Services		15,805			11,602
Other Nondeductible Expenses		8,157,927			-
State Taxes		(200	)		-
Valuation allowance		1,368			14,597
	$	-		$	-

At December 31, 2014, the Company had net operating loss carryforwards of approximately $44,000 that may be offset against future taxable income from the year 2015 through 2034. No tax benefit has been reported in the December 31, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2015
Document and Entity Information
Entity Registrant Name	Go EZ CORPORATION
Entity Central Index Key	0000314197
Document Type	S-1
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Trading Symbol	GEZC
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

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BUSINESS ACQUISTIONS

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 12 - BUSINESS ACQUISTIONS

Federal Technology Agency

On December 22, 2014, the Company entered into a Stock Purchase Agreement with Roger Ng, majority shareholder of FTA and completed its acquisition of FTA through its purchase of 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA (the “Transaction”). As a result of the Transaction, FTA became a majority owned subsidiary of the Company. The entry into the Stock Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on December 19, 2014.

The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2014 as if acquisition of FTA had occurred on January 1, 2014.

The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2013 as if acquisition of FTA had occurred on January 1, 2013.

Go Ez Corporation and Subsidiary

Pro Forma Condensed Combined Statements of Operations

For the Twelve Months Ended December 31, 2014

(Unaudited)

	Historical Statements
				Federal						Pro Forma
	Go Ez			Technology			Pro Forma			Condensed
	Corporation			Agency, Inc.			Adjustments			Combined
Services revenue	$	-		$	218,550		$	-		$	218,550
Operating expenses		349,010			234,452			-			583,462
Loss from Operations		(349,010	)		(15,902	)		-			(364,912	)
Other income (expense)		(30,204	)		-			(20,528,935	)		(20,559,139	)
Net loss	$	(379,214	)	$	(15,902	)	$	(20,528,935	)	$	(20,924,051	)

Go Ez Corporation (formerly E.R.C Energy Recovery Corporation) and Subsidiary
Pro Forma Condensed Combined Statements of Operations
For the Twelve Months Ended December 31, 2013
(Unaudited)
	Historical Statements
				Federal					Pro Forma
	Go Ez			Technology			Pro Forma		Condensed
	Corporation			Agency, Inc.			Adjustments		Combined
Services revenue	$	-		$	-		$	-	$	-
Operating expenses		73,637			823			-		74,460
Loss from Operations		(73,637	)		(823	)		-		(74,460	)
Other income (expense)		9,591			-			-		9,591
Net loss	$	(64,046	)	$	(823	)	$	-	$	(64,869	)

In accordance with terms of the FTA Stock Purchase Agreement, the purchase price paid by the Company at closing for 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA consisted of $280,000 worth of restricted common shares of the Company, $20,000,000 worth of the Company’s Series B Preferred Stock and a common stock purchase warrant to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of FTA’s notice of exercise of the Warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing and such exercise shall not result in the Seller possessing in excess of 9.9% of the outstanding common shares issued. Because of the variable exercise price of the warrant, this resulted in a derivative liability of $256,551.15 valued on December 22, 2014 using a Black Scholes valuation model. This amount is included in Derivative Liability in the accompanying Balance Sheet. The Company’s restricted common shares and Series B Preferred Stock issued in this acquisition were valued at their fair value. As there is no active market for either the Company’s Series B preferred stock or the Company’s common stock, the issuance has been reflected as an investment in subsidiary of a total amount equal to 70% of the $27,810 stockholders’ equity of FTA as of December 22, 2014, or $19,467. The remaining 30% of the $27,810 stockholders’ equity of FTA at December 31, 2014, or $8,343, has been included in “non-controlling interest”. We incurred a loss on the acquisition of FTA, totaling $20,517,084, due to the Company not recognizing any goodwill.

In connection with the FTA Transaction, Mr. Carlos López resigned as the Chief Executive officer, Secretary and Director of FTA, and the following person were appointed to serve as executive officer and director of FTA:

· Abraham Dominguez Cinta was appointed to fill the position of FTA’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and President and to serve as a member of FTA’s Board of Directors;

Mr. Carlos López was retained as a consultant of FTA in accordance with the terms of the Consulting Agreement executed between the parties on December 22, 2014.

Neither management of the Company nor FTA or Mr. Carlos López had any prior relationships with each other.

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements Of Operations
REVENUES	$ 77,363		$ 136,328
Cost of goods sold	24,284		56,038
GROSS PROFIT	53,079		80,290
OPERATING EXPENSES:
General & administrative	81,159	$ 45,909	151,348	$ 46,048	$ 74,261	$ 33,112
Depreciation Expense	763		1,411		60
Bank service charge	148	$ 368	283	$ 368
Compensation expense	$ 458,250		477,000
Payroll Expense			$ 239		270,775
Non-cash contributed services		$ 7,500		$ 20,150	12,650	$ 40,525
Total Operating Expenses	$ 540,320	53,777	$ 630,281	66,566	357,746	73,637
LOSS BEFORE OTHER INCOME (EXPENSE)	(487,241)	$ (53,777)	(549,992)	$ (66,566)	(357,746)	$ (73,637)
OTHER INCOME (EXPENSE):
Gain on Derivative Liability	$ 42,742		$ 52,180		(11,851)
Gain on Forgiveness of debt		$ 75,971		$ 75,971	75,971	$ 19,826
Loss on Acquisition			$ (240,007,725)		(20,517,084)
Interest Expense	$ (472)		(782)	$ (2,550)	(106,175)	$ (10,235)
Finance charge	$ 1,364		(153)
Other income			21
Total Other Income (Expense)	$ 43,634	$ 75,971	(239,956,459)	$ 73,421	(20,559,139)	9,591
LOSS BEFORE INCOME TAXES	(443,607)	$ 22,561	(240,506,451)		$ (20,916,885)	$ (64,046)
TAX PROVISION	(800)		(800)
NET LOSS	(444,407)	$ 22,561	(240,507,251)	$ 6,855	$ (20,916,885)	$ (64,046)
Less: loss applicable to non-controlling interest in Federal Technology Agency, Inc.	(11,369)		(7,936)		2,621
Net loss after loss on non-controlling interest	$ (455,776)	$ 22,561	$ (240,515,187)	$ 6,855	$ (20,914,264)	$ (64,046)
BASIC AND DILUTED LOSS PER COMMON SHARE	$ (0.29)	$ 0.02	$ (155.78)	$ 0.01	$ (20.13)	$ (0.17)
Weighted-Average Common Shares Outstanding - Basic and Diluted	1,586,592	1,049,519	1,543,972	710,741	1,038,755	368,200

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CHANGE IN CONTROL

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 6 - CHANGE IN CONTROL

On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A. which resulted in a change in control of the company. 73% voting equity was acquired by Evotech Capital S.A.. The reason for the change of the control is that Company entered into a Stock Purchase Agreement with Evotech Capital S.A., a privately-held company organized under the laws of the British Virgin Islands, and the Company’s sole Directors and executive officers, David C. Merrell and Michael C. Brown (the “Evotech SPA”). Under the Evotech SPA, Evotech acquired 1,000,000 shares of common stock in exchange for $1,000 cash. In exchange for certain non-cash considerations, including agreeing to a lock-up of their shares and indemnifying Evotech, Messrs. Merrell and Brown are (i) guaranteed that their collective holdings will not be decreased to less than 4.99% of the Company’s outstanding common stock until the earlier of when (a) the average daily trading volume of the Company’s common stock over any 30 day trading period reaches $80,000 calculated by multiplying the daily volume by the closing last trade share price for that trading day; or (b) the aggregate revenues of the Company, beginning on the date of the Evotech SPA or April 22, 2014, reach $25 million, and any such revenues have been reported in the Company’s periodic reports filed with the SEC (“the “Market Maturity” date); and they will (ii) also receive a collective three year warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner. Evotech also provided the Company an additional $49,000 in the form of a demand loan for compromise and payment of all outstanding liabilities of the Company.

As a result of the above arrangement, Evotech Capital S.A. is now the largest shareholder of the Company with more than 50% of the shares outstanding. Consequently control of the Company has also been transferred to Evotech Capital S.A. upon execution of the Evotech SPA. In connection with the change in control, the former officers and directors resigned and Mr. Abraham Dominguez Cinta was appointed as the sole officer and sole Director of the company.

On May 7, 2014 the company changed its name to GO EZ Corporation.

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SHAREHOLDERS' EQUITY

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 5 - SHAREHOLDERS' EQUITY

Amendment of Security Registration 

On April 22, 2015, we filed an amendment to Form S-1 Registration Statement, previously filed on February 12, 2015. This Amendment is not effective yet.

Securities Registered for Issuance Under Equity Compensation Plans

On April 23, 2015, we filed Form S-8 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registered 200,000 shares of Common Stock, par value $0.0001 per share, to be issued under the Go Ez Corporation 2015 Equity Incentive Plan. Proposed maximum offering price per share is at $4.00. This registration is effective immediately.

Capital Stock Designations – The Board of Directors have approved designations and rights for the Company’s capital stock as follows:  

Series E Preferred Stock – 10,000 Shares, convertible after thirty days based on a formula, no dividend rights, no voting rights, no liquidation preference. Company has no call redemption rights.  

On May 7, 2014 the Company amended its Articles of Incorporation to increase its authorized shares of common stock to 800,000,000 shares with a par value of $0.0001 per share and to increase its authorized preferred stock to 100,000,000 shares with a par value of $0.0001 per share. The change in par value has been reflected in the financial statements retroactively for all periods presented.

Stock Option and Incentive Plan - On July 21, 2014, our Board of Directors authorized and adopted a stock option and incentive plan, the 2014 Stock Option and Incentive Plan (the “Incentive Plan”). On July 21, 2014, the holders of at least a majority of the issued and outstanding shares of common stock of the Company approved the Incentive Plan. Pursuant to the Incentive Plan, the Company is authorized to grant options to purchase up to 5,000,000 shares of common stock to its employees, directors and consultants. The Incentive Plan provides for awards of incentive stock options and non-qualified stock options to acquire restricted stock. Incentive stock options granted under the Equity Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Non-qualified stock options granted under the Incentive Plan are not intended to qualify as incentive stock options under the Code.

 Stock Warrants

On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A., which resulted in a change in control of the company. In connection to this transaction, the Company issued former officers and directors, David C. Merrell and Michael C. Brwon, a collective three year stock warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner.

Pursuant to the acquisition of Federal Technology Agency, Inc. and the terms of the Stock Purchase Agreement of December 22, 2014 between the Company and Mr. Roger Ng, Roger Ng was transmitted warrants to purchase up to an aggregate of 10% of the GEZC’s outstanding common stock provided however that such execution shall not result in Ng holding of excess of 9.9% of the outstanding common shares issued. The warrant expires on December 22, 2016. The warrant grants Mr. Roger Ng to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of Roger Ng’s notice of exercise of the warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing.

A summary of the status of our outstanding warrants as of December 31, 2014 and December 31, 2013 and changes during the periods then ended is presented below:

	12/31/2014				12/31/2013
	Number of Warrants		Weighted average exercise price		Number of Warrants		Weighted average exercise price
Outstanding, beginning of the period		-	$	-		-	$	-
Granted		180,106		0.2		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding, end of the period		180,106	$	1.97		-		-
Exercisable at the end of the period		180,106	$	1.97		-		-
Weighted average fair value of options granted during the period			$	-			$	-

The following table summarizes the range of outstanding and exercisable options as of December 31, 2014:

Range of Exercise prices		Number Outstanding at December 31, 2014		Weighted average Life Remaining (years)		Exercise price		Number Exercisable at December 31, 2014		Weighted average Life Remaining (years)
$	0.20		30,018		2.31	$	0.20		30,018		2.31
$	2.32		150,088		1.98	$	2.32		150,088		1.98
			180,106						180,106

Capital Stock Designations - The Board of Directors have approved designations and rights for the Company’s capital stock as follows:

Series A Preferred Stock - 10,000 Shares, convertible after 6-months based on a formula, dividend preference of 80% of aggregate dividends declared, voting preference of 80% of aggregate voting rights, and a liquidation preference of 90% of available assets. Series A Preferred has preference over all other classes of stock.

Series B Preferred Stock - 500,000 Shares, convertible based on a formula, no dividends, no voting rights, liquidation preference up to $1,000 per share over all other classes of stock except Series A preferred. The Company retains call option after 36 months at 115% of cash price originally paid.

Series C Preferred Stock - 100,000 Shares, convertible after 12-months based on a formula, can receive dividends up to 20% of aggregate dividends declared, no voting rights, and a liquidation preference up to $1,000 per share over all other classes of stock except Series A & B preferred. The Company retains call option after 36 months at 115% of cash price originally paid.

Series D Preferred Stock - 2,000,000 Shares, convertible after 12-months based on a formula, no dividend rights, no voting rights, and a liquidation preference up to $1,000 per share over all classes of common stock. The Company has no call redemption rights.

Common Stock – common stockholders are entitled to 1-vote per share and can receive dividends up to 20% of the aggregate declared dividends. The Common stock has no conversion features.

Novation agreements - During December 2014 the Company entered into 5 novation agreements wherein the Company extinguished convertible debenture debt and related accrued interest through the issuance of an aggregate of 106 shares of series B preferred stock. Debentures and accrued interest in the aggregate amount of $102,737 was extinguished.

Acquisition agreement - During December 2014 the Company issued 70,000 shares of common stock, 5 shares of Series B preferred stock, and a common stock warrant to acquire Federal Technology Agency. The transaction was valued at $20,517,084.

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Liabilities

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 7 - Liabilities

Accounts payables primarily consists of payables to customers who purchase phone top-up minutes from us. We usually pay off within one or two days of the transactions. 

Accrued expenses primarily consist of accrued compensation to Company officer/director. 

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SUBSEQUENT EVENTS

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 13 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows: 

Loan from Related Party – on July 30, 2015 the Company received a loan, in the amount of $22,000 from a related entity in consideration for expenses and advances made on behalf of the Company. The loan provides for interest at 6% per year and is due on July 30, 2016.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows:

Acquisition of Cellular of Miami Beach, Inc.

On January 20, 2015, FTA entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of the Seller and completed its acquisition of the Seller through its issuance of sixty shares of the Company’s Preferred Series B stocks, and twenty-five thousand dollars’ worth of ($25,000) Promissory Note. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this Transaction. The entry into the Asset Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on January 19, 2015.

In accordance with the terms of the Agreement, the Seller shall validly and effectively grant, sell, convey, assign, transfer and deliver to FTA, upon and subject to the terms and conditions of this Agreement, all of the Seller’s right, title and interest in and to (i) the business as a going concern, and (ii) certain of the Seller’s assets set forth in the Agreement, properties and rights constituting the business or used in the business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof.

Security Registration

On February 12, 2015, we filed a Form S-1 Registration Statement with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement on Form S-1 registered an aggregate of 1,387,500 shares. This registration is not yet effective.

Incorporation Of Subsidiary

On February 2, 2015, we incorporated a wholly-owned subsidiary with name of Glophone International in the State of Florida, USA. Mr. Abraham Dominguez Cinta is appointed as the Director and President of the Subsidiary. Mr. Eduardo Paz is appointed as the Secretary of the Subsidiary.

Operating Lease Agreement

On March 2, 2015, Glophone International entered an operating lease agreement with Galio LLC. Galio is in the business of mobile retail and wholesale. Galio shall become an operating unit of Glophone International.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 9 - COMMITMENTS AND CONTINGENCIES

Contingencies -The Company has not been active for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid; no amount has been accrued in these financial statements for any such contingencies.

Contingencies - The Company had previously been inactive for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid no amount has been accrued in these financial statements for any such contingencies.

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Fair Value of Financial Instruments (Details 2)	6 Months Ended
	Jun. 30, 2015 USD ($)
Fair Value Of Financial Instruments Details 2
Beginning balance as of January 1, 2014	$ 268,403
Fair value of derivative liabilities issued
Net Loss/Gain on change in derivative liability	$ (52,180)
Ending balance as of June 30, 2015	$ 216,223

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RELATED PARTY TRANSACTIONS

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 7 - RELATED PARTY TRANSACTIONS

Management Compensation – During the periods ended June 30, 2015 and 2014, the Company did not pay any compensation to its officers and directors. We had accrued compensation of $22,500 at June 30, 2015. 

Office Space – The Company has not had a need to rent office space. we are currently using our retail stores as our offices and as a mailing address for the Company.

Advances from Related Party – Shareholders of the Company or entities related to them have paid expenses on behalf of the Company. For the six month periods ended June 30, 2015 these payments amounted to $72,478,947. The Company has accounted for any such payments as advances payable to related party. At June 30, 2015 and December 31, 2014 a balance of $99,077 and $1,600, respectively, owed to the related parties.

Management Compensation - During the years ended December 31, 2014 and 2013, the Company paid compensation to its officers and Directors, in the form of common stocks, totaling 67,500 shares, valued at $270,000.  During 2014 and 2013, officers and Directors contributed services totaling $12,650 and $40,525 which have been accounted for as a contribution to capital.

Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company.

Advances from Related Party - Shareholders of the Company or entities related to the shareholders have paid expenses on behalf of the Company. For the years ended December 31, 2014 and 2013 these payments amounted to $99,726 and $1,527.  The Company has accounted for any such payments as advances payable to the related parties.  At December 31, 2014 and 2013 a balance of $1,600 and $103,412 is owed the related parties.

Accrued Interest - The Company has imputed interest at 8% per annum on balances owing to related parties.  At December 31, 2014 and 2013 the balance payable was $0 and $46,135 respectively.

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LOSS PER SHARE

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 8 - LOSS PER SHARE

The following data show the amounts used in computing loss per share for the periods presented: 

	For the Three Months Ended June 30, 2015		For the Three Months Ended June 30, 2014		For the Six Months Ended June 30, 2015		For the Six Months Ended June 30, 2014
Loss available to common shareholders (numerator)	$	(455,776)	$	22,561	$	(240,515,187)	$	6,855
Weighted average number of common shares outstanding used in loss per share for the period (denominator)		1,586,592		1,049,519		1,543,972		710,741
LOSS PER COMMON SHARE	$	(0.29)	$	0.02	$	(155.78)	$	(0.01)

Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

The following data show the amounts used in computing loss per share for the periods presented:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Loss available to common shareholders (numerator)	$	(20,914,263	)	$	(64,046	)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		1,038,755			368,200
Loss per share		(20.13	)		(0.17	)

Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

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OTHER INCOME (EXPENSE)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 10 - OTHER INCOME (EXPENSE)

We incurred a loss on asset purchase of Cellular Miami Beach of $240,007,725 for June 30, 2015.This is a result of 60 preferred shares and $25,000 note payable issued and payable to the seller. the preferred shares have no fair value, but are convertible into common stock at a ratio of 1 preferred share to 1,000,000 common shares. At the stock price of $4.00 at the time of the acquisition, this represents a total of $240,025,000. As $17,275 in assets were acquired, this resulted in the $240,007,725 loss.

In connection with a change of control during April 2014, the company entered into several agreements to settle amounts owed on outstanding accounts payable resulting in a gain on forgiveness of debt totaling $75,971.

In connection with an unsuccessful business acquisition, during the nine months ended June 30, 2013 the company recorded a gain on forgiveness of debt in the amount of $19,826.

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LOSS PER SHARE (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Loss Per Share Tables

LOSS PER SHARE

	For the Three Months Ended June 30, 2015		For the Three Months Ended June 30, 2014		For the Six Months Ended June 30, 2015		For the Six Months Ended June 30, 2014
Loss available to common shareholders (numerator)	$	(455,776)	$	22,561	$	(240,515,187)	$	6,855
Weighted average number of common shares outstanding used in loss per share for the period (denominator)		1,586,592		1,049,519		1,543,972		710,741
LOSS PER COMMON SHARE	$	(0.29)	$	0.02	$	(155.78)	$	(0.01)

The following data show the amounts used in computing loss per share for the periods presented:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Loss available to common shareholders (numerator)	$	(20,914,263	)	$	(64,046	)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		1,038,755			368,200
Loss per share		(20.13	)		(0.17	)

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INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2014 USD ($)
Income Taxes Details Narrative
Net operating loss carryforwards	$ 44,000
Net operating loss carryforwards, expiration date	2015 through 2034

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Receivables

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 4 - Receivables

Receivables consist principally of amounts due from customer credit card transactions. We had $41,275 and $0 receivables as of June 30, 2015 and December 31, 2014.

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Cost of Goods Sold

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 10 - Cost of Goods Sold

Cost of goods sold consists primarily of costs related to products sold to customers. It includes manufacturing costs and shipping costs. Cost of goods sold for the six month period ended June 30, 2015 and 2014 is $56,038 and $0, respectively.

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INCOME TAXES (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets:
NOL Carryover	$ 17,100	$ 85,985
Related Party Accruals	600	$ 14,001
Deferred tax liabilities
Depreciation	(300)
Valuation allowance	$ (17,400)	$ (99,986)
Net deferred tax asset

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FURNITURE AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Furniture And Equipment Details
Furniture and Fixtures	$ 16,369	$ 11,218	$ 0
Less:Accumulated Depreciation	(2,211)	(745)	0
Net Property and Equipment	$ 14,158	$ 10,474	$ 0

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STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Capital in Excess of Par Value	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, Shares at Dec. 31, 2012		368,200
Beginning Balance, Amount at Dec. 31, 2012		$ 37	$ 348,331	$ (615,339)		$ (266,971)
Contributed Services			$ 40,525			40,525
Related party forgiveness of debt						1,527
Net loss for the year ended				$ (64,046)		(64,046)
Ending Balance, Shares at Dec. 31, 2013		368,200
Ending Balance, Amount at Dec. 31, 2013		$ 37	$ 388,856	$ (679,385)		(290,492)
Contributed Services			12,650			12,650
Stock issuance to Evotech Capital S.A., Shares		1,000,000
Stock issuance to Evotech Capital S.A., Amount		$ 100	$ 900			$ 1,000
Shares returned for cancellation, Shares		(4,822)
Shares returned for cancellation, Amount
Related party forgiveness of debt			$ 161,522			$ 161,522
Stock issuance for compensation, Shares		67,500
Stock issuance for compensation, Amount		$ 7	269,993			270,000
Account for BCF on debentures issued and converted			99,726			99,726
Preferred stock issued for debt extinguishment, Shares	106
Preferred stock issued for debt extinguishment, Amount			102,737			102,737
Shares issued to acquire Federal Technology Agency, Shares	5	70,000
Shares issued to acquire Federal Technology Agency, Amount		$ 7	$ 20,279,993			20,280,000
Net loss - non-controlling interest at acquisition					$ 8,343	8,343
Net loss for the year ended				$ (20,914,264)	(2,621)	(20,916,885)
Ending Balance, Shares at Dec. 31, 2014	111	1,500,878
Ending Balance, Amount at Dec. 31, 2014		$ 151	$ 21,316,377	$ (21,593,649)	$ 5,722	$ (271,399)
Contributed Services
Net loss for the year ended						$ (240,507,251)
Ending Balance, Amount at Jun. 30, 2015						$ (250,490)

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CONVERTIBLE DEBENTURES

6 Months Ended

12 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Notes to Financial Statements

Note 4 - CONVERTIBLE DEBENTURES

On January 20, 2015, the Company entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of FTA and completed its acquisition of FTA through its issuance of sixty shares of the Company’s Preferred Series B stock, and a twenty-five thousand dollar ($25,000) Promissory Note. Said Promissory Note carries 0% interest and matures one year from the date of the closing of this Transaction.

FTA issued a series debt to Company officers/directors for their cash contributions to the Company. On February 2, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Roger Ng for cash advances. On February 18, 2015, FTA issued debt with principle amount of $1,200, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 9, 2015, FTA issued debt with principle amount of $400, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 20, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances.

On March 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 31, 2015, FTA issued debt with principle amount of $999, at 6% interest rate, maturing in one year to Abraham Cinta for cash advances.

On June 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances.

8% Convertible Debenture – on July 1, 2014 the Company issued a convertible debenture, in the amount of $77,547, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on July 1, 2015. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $77,547 was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended September 30, 2014 was $19,387, which amount has been recorded as interest expense. During the 4th quarter the Company entered into a novation agreement and issued 81 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $80,266 was converted to preferred stock.

8% Convertible Debenture - on July 1, 2014 the Company issued a convertible debenture, in the amount of $1,000, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on July 1, 2015. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $1,000 was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended September 30, 2014 was $250, which amount has been recorded as interest expense. During the 4th quarter the Company entered into a novation agreement and issued 2 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $1,035 was converted to preferred stock.

8% Convertible Debenture - on October 1, 2014 the Company issued a convertible debenture, in the amount of $16,247, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $16,247 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 17 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $16,489was converted to preferred stock.

8% Convertible Debenture - on October 1, 2014 the Company issued a convertible debenture, in the amount of $529, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $529 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 1 share of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $537 was converted to preferred stock.

8% Convertible Debenture - on November 17, 2014 the Company issued a convertible debenture, in the amount of $4,403, to a related entity in consideration for expenses and advances made on behalf of the Company. The Debenture provides for interest at 8% per year and is due on October 1, 2015. The beneficial conversion feature resulting from the discounted conversion price as compared to market price was valued on the date of issuance to be in excess of the proceeds received, accordingly, $4,403 was recorded as a discount on debt and offset to additional paid in capital. The Debenture is convertible at the option of the holder into the Company’s common stock at $0.001 per share. During the same 4th quarter the Company entered into a novation agreement and issued 5 shares of preferred stock to extinguish the debenture so the remaining balance of the discount was recorded to interest expense. The debenture and accrued interest in the aggregate totaling $4,410 was converted to preferred stock.

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Fair Value of Financial Instruments (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Assets
Total assets measured at fair value
Liabilities
Derivative Liability	$ 216,223	$ 268,403
Total liabilities measured at fair value	$ 216,223	$ 268,403
Fair Value, Inputs, Level 1 [Member]
Assets
Total assets measured at fair value
Liabilities
Derivative Liability
Total liabilities measured at fair value
Fair Value, Inputs, Level 2 [Member]
Assets
Total assets measured at fair value
Liabilities
Derivative Liability
Total liabilities measured at fair value
Fair Value, Inputs, Level 3 [Member]
Assets
Total assets measured at fair value
Liabilities
Derivative Liability	$ 216,223	$ 268,403
Total liabilities measured at fair value	$ 216,223	$ 268,403

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General and Administrative Expenses

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 11 - General and Administrative Expenses

General and administrative expenses consist of sales related cost, which include postage and delivery, as well as the costs of professional services, office supplies and other administrative expenses. We expect our general and administrative expense to increase in absolute dollars due to the anticipated growth of our business and related infrastructure as well as accounting, insurance, investor relations and other costs related to being a public company. The Company recorded $152,687 and $46,048 general and administrative expenses for the six month period ended June 30, 2015 and 2014, respectively.

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Cash and Cash Equivalents (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash And Cash Equivalents Details Narrative
Cash	$ 4,328	$ 15,394

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Cash and Cash Equivalents

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 3 - Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. As of June 30, 2015 and December 31, 2014, the Company has recorded cash of $4,328 and $15,394, respectively.