Amended Quarterly Report (10-q/a)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2015

-OR-

 [ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transaction period from _________ to________

Commission File Number 333-186068

EF Hutton America, Inc.

 (Exact name of registrant as specified in its charter)

Colorado				20-8594615
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification)

77 Water Street, 7 ^th  Floor, New York, NY 10005

(Address of principal executive offices, including zip code)

212-742-5000

 (Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company (as defined by Rule 12b-2 of the Exchange Act):

Large accelerated filer        [  ]		Non-accelerated filer             [  ]
Accelerated filer                 [  ]		Smaller reporting company   [x]

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

The number of outstanding shares of the registrant's common stock as of April 1, 2016: 53,709,673

Explanatory Note

This amendment to the Form 10-Q, as originally filed on September 21, 2015, is being filed solely to restate the carrying value of the assets acquired on November 25, 2014 to reflect the seller’s carrying value because the transaction is deemed an affiliate transaction.   No other changes have been made to the document.

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EF HUTTON AMERICA, INC.

FORM 10-Q

For the Three and Six Months Ended June 30, 2015

INDEX

PART I – FINANCIAL INFORMATION

Page

Item 1.  Financial Statements (Unaudited)

4

Item 2.  Management's Discussion and Analysis of

  Financial Condition and Results of Operations

14

Item 3.  Quantitative and Qualitative Disclosure

  About Market Risk

17

Item 4.  Controls and Procedures

17

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

19

Item 1A.  Risk Factors

19

Item 2.  Unregistered Sales of Equity Securities and

  Use of Proceeds

19

Item 3.  Defaults upon Senior Securities

19

Item 4.  Mine Safety Disclosures

19

Item 5.  Other Information

19

Item 6.  Exhibits

19

 

SIGNATURES

20

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EF HUTTON AMERICA, INC.

CONDENSED BALANCE SHEET

		June 30, 2015 (Unaudited)		December 31, 2014 (Audited)
Assets
Current assets
Cash		$        1,917		$              -
Due from shareholder		12,500		6,500
Total current assets		14,417		6,500
Other assets:
Loans Receivable		40,250		-
Accrued Interest Receivable		973		-
Goodwill		30,000		-
Brand assets		10,025,000		10,025,000
Total other assets		10,096,223		10,025,000
Total Assets		$10,110,640		$10,031,500
Liabilities and Stockholders' Equity
Current liabilities:
Advances from related parties		$46,418		$13,991
Advance from shareholder to be settled in stock		50,000		-
Due to Related Party		42,000		-
Accounts payable		29,145		-
Accrued expense to be settled in stock		124,000		-
Accrued expenses		12,070		15,530
Total current liabilities		303,633		29,521
Total liabilities		303,633		29,521
Commitments and contingencies		-		-
Stockholders' equity:
Common stock, $0.001 par value; 90,000,000 shares authorized; 53,477,673 and 52,982,199 shares issued and outstanding, respectively		53,478		52,982
Class B common stock, $0.001 par value, 10,000,000 shares authorized, 5,797,000 issued and outstanding		5,797		5,797
Additional paid-in capital		10,420,373		10,036,846
Accumulated deficit		(672,641)		(93,646)
Total stockholders' equity		9,807,007		10,001,979
Total liabilities and stockholders' equity		$10,110,640		$10,031,500

See accompanying notes to condensed financial statements.

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EF HUTTON AMERICA, INC.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

		Three Months Ended June 30,			Six Months Ended June 30,
		2015	2014		2015		2014
Operating expenses
Professional fees		$     36,913	$              -		$   50,692		$             -
Rent Expenses		1,350	-		1,755		-
Selling and Marketing		-	-		5,000		-
Stock-based compensation		180,000	-		462,023		-
General and administrative		25,772	-		60,497		-
Total operating expenses		244,035	-		579,967		-
Other Income
Interest income		(973)	-		(973)		-
Net other income		(973)	-		(973)		-
Loss from continuing operations (net of tax)		$(243,062)	$               -		$(578,994)		$               -
Discontinued operations:
Loss on discontinued operations (net of tax)		-	(73,258)		-		(92,251)
Net loss from continuing operations		$(243,062)	$                -		$(578,994)		$               -
Net loss from discontinued operations		$                -	$   (73,258)		$               -		$               -
Basic and diluted loss per common share
Loss from continuing operations		(0.00)	(0.00)		(0.00)		(0.00)
Loss from discontinued operations		(0.00)	(0.00)		(0.00)		(0.00)
Net loss per share - basic and diluted		$         (0.00)	$       (0.00)		$       (0.00)		$     (0.00)
Weighted average number of common shares outstanding - basic and diluted		53,143,095	800,000		53,143,095		800,000

See accompanying notes to condensed financial statements.

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EF HUTTON AMERICA, INC.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30, 2015	Six Months Ended June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(578,994)	$(92,251)
Non-Cash Adjustments:
Stock-based compensation	462,023	-
Changes in operating assets and liabilities:
Accounts payable	29,145	-
Due to related party	42,000	-
Accrued expenses	(4,424)	-
Net cash used in operating activities - continuing operations	$(19,287)	$              -
Net cash used in operating activities - discontinued operations	$             -	$ (40,991)
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed asset purchases	$             -	$       (459)
Acquisition of intangible assets	-	(12,000)
Increase in restricted cash reserves	-	(4,788)
Net cash used in investing activities - continuing operations	$             -	$              -
Net cash used in investing activities - discontinued operations	$             -	$ (17,247)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued for cash	$  16,000	$              -
Advances from related parties	32,427	-
Advances from shareholder to be settled in stock	50,000	-
Due from shareholder	(6,000)	-
Loan receivable	(40,250)	-
Debt issuance costs	-	(3,000)
Convertible note payable	-	53,000
Convertible note payable, related party	-	15,000
Net cash provided by financing activities - continuing operations	$  51,204	$              -
Net cash provided by financing activities - discontinued operations	$             -	$   65,000
Net increase (decrease) in cash - continuing operations	1,917	-
Net increase (decrease) in cash - discontinued operations	-	6,762
Cash - beginning of period - continuing operations	-	-
Cash - beginning of period - discontinued operations	-	16,913
Cash - end of period - continuing operations	$     1,917	$            -
Cash - end of period - discontinued operations	$             -	$ 23,687

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SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued in registered investment advisor acquisition	$30,000	$             -
Supplemental Disclosure
Cash paid for interest	$          -	$             -
Cash paid for income taxes	$          -	$             -

See accompanying notes to condensed financial statements.

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EF Hutton America, Inc.

Notes to Condensed Financial Statements

Note 1 – Nature of Operations

Nature of Operations

EF Hutton America, Inc. (the “Company”) was incorporated in the State of Colorado on March 8, 2007 under the name of Twentyfour/seven Ventures, Inc.  The name of the Company was changed to EFH Group, Inc. on October 28, 2014.  Effective April 24, 2015, the name of the Company was changed to EF Hutton America, Inc.

EF Hutton Financial Corp., a wholly owned subsidiary of the registrant, operates an internet marketplace that connects consumers with a network of financial providers across a range of financial products and services, including, but not limited to insurance, tax, real estate and financial planning.  The marketplace, Gateway, connects consumers with a wide range of financial providers and solutions.  Gateway provides a viable choice for consumers by eliminating barriers that impede consumers from using independent providers, primarily through marketing to raise awareness of the independent sector and by standardizing and streamlining the process of selecting and engaging independent financial professionals.  Financial providers who register with Gateway benefit by generating new client relationships.  In addition to operating Gateway, our subsidiary intends to offer specialty financial services through its institution division.

On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation (“EFH Wyoming”).  The assets consist of various trademarks and license rights, rights to computer programming code and other intellectual property.   The purchase of the assets was deemed under Generally Accepted Accounting Principles (“GAAP”) to be an affiliate transaction and, as such, the assets are carried at the seller’s carrying value of $10,025,000 .  The Company issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase.  

On November 23, 2014, the assets and liabilities of the Company were contributed at book value to Liberty Ventures, Inc., a wholly owned subsidiary of the Company.  The common shares of EF Hutton Financial Corp., a wholly owned subsidiary of the Company were not included in the spin-off.  Effective on November 25, 2014, the Company spun off Liberty Ventures, Inc. to its shareholders as of November 24, 2014.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets

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and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the periods presented.

The Company makes the estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. The Company believes that significant estimates, assumptions and judgments are reasonable, based upon information available at the time they are made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Property and equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment.

Revenue recognition

The Company recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss 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 income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding.

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Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

New Accounting Standards

From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed financial statements upon adoption.

Note 3 – Going Concern

The Company’s financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company’s ability to continue as a going concern depends on its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities when they come due. There is no assurance that these events will be satisfactorily completed.

Note 4 - Income Taxes

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740.

Note 5 – Fair Value of Financial Instruments

The Company has adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

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Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

ASC 825, “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company has not elected to apply the fair value option to any outstanding instruments.

The Company’s financial instruments primarily consist of cash, accounts payable, accrued expenses and advances and amounts due to related parties.  Fair value is based on 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. The carrying amount of cash, accounts receivable, prepaid rent, customer deposits held, accounts and income taxes payable, accrued liabilities, customer deposits owed and deferred purchase agreement approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of its advances and amounts due to related partis approximates fair value as of the condensed balance sheets dates presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates.

Note 6 – Intangible Assets

On November 25, 2014, the Company purchased certain assets from EFH Group, Inc., a Wyoming corporation.  The license to use the EF Hutton name was the only material asset purchased.  This license has an indefinite useful life.

The purchase of the assets was deemed under GAAP to be an affiliate transaction and, as such, the assets are carried at the seller’s carrying value of $10,025,000.   The Company issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase.  

On May 6, 2015, the Company acquired a registered investment advisor with no material assets or liabilities.  Pursuant to the acquisition, the Company issued 37,500 common shares valued at $30,000.

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Note 7 – Stockholders’ Equity

Common stock

Pursuant to the asset purchase agreement, the Company issued the 52,173,000 common shares and 5,797,000 Class B common shares to EFH Wyoming, a company controlled by an officer and director of the registrant.

The Class B common shares have the following rights and privileges:

Dividend rights - Fifty percent (50%) of the standard common share dividend

Liquidation rights - Fifty percent (50%) of standard common share liquidation rights

Exchange privileges - Exchangeable for standard common shares on a one for one basis

   with thirty (30) days prior notice to the Company.

 

On Feb 2, 2015, the Company issued 11,034 common shares as stock based compensation for services valued at $8,055.

On March 17, 2015, the Company issued 26,940 common shares as stock based compensation for services valued at $9,968.

On March 24, 2015, the Company issued 100,000 common shares each to Messrs. Christopher Daniels and Stanley Hutton, officers and directors of the Company, with an aggregate value of $160,000.

On May 6, 2015, the Company issued 37,500 common shares valued at $30,000 for the acquisition of a registered investment advisor with no material assets or liabilities.

On June 12, 2015, the Company issued 20,000 common shares for cash at $16,000.

On June 18, 2015, the Company issued 200,000 common shares to Craig Marchek for services valued at $80,000.

Note 8 – Related Party Transactions

Stanley Hutton Rumbough, a director of the registrant, advanced the registrant $18,367 during the six months ended June 30, 2015.  The advance is repayable upon demand and is without interest.

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Additionally, during the six months ended June 30, 2015, Mr. Rumbough purchased 120,000 common shares for $50,000.  The common shares have not yet been issued.

Christopher Daniels, an officer and director of the registrant, advanced the registrant $7,960 during the six months ended June 30, 2015.  The advance is repayable upon demand and is without interest.

John Daniels, a director of the registrant, advanced the registrant $100 during the six months ended June 30, 2015.  The advance is repayable upon demand and is without interest.

On April 28, 2015, the Company authorized the issuance of 200,000 common shares to John Daniels, a director of the Company, with an aggregate value of $124,000.   The common shares have not yet been issued.

EFH Group Inc., a Wyoming corporation, the majority shareholder of the registrant, advanced the registrant $13,991 during the year ended December 31, 2014.  The advance is repayable upon demand and is without interest.

For the six months ended March 31, 2015, the Company incurred expenses of $42,000 due to Impacct, LLC, an entity controlled by Lance Diamond, an officer of the Company.

On March 24, 2015, the Company issued 100,000 common shares each to Messrs. Christopher Daniels and Stanley Hutton, officers and directors of the Company, with an aggregate value of $160,000.

Note 9 – Subsequent Events

The Company has evaluated subsequent events through the date these condensed financial statements were available to be issued, and determined that there are no other reportable subsequent events.

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ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

On November 25, 2014, the registrant purchased certain assets of EFH Wyoming.  The assets consisted of various trademarks and license rights, rights to computer programming code and other intellectual property.   The registrant issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase.  On April 17, 2015, the registrant entered into an addendum to the Asset Purchase Agreement dated November 25, 2014.  As a result of the addendum, the registrant paid $12,000 to the Liberty Ventures, Inc. due to a delay in meeting its contingent obligations under the agreement.  The contingent obligations have not been completely met.

The discussion below does not include the operations of the registrant prior to the spin-off.

Trends and Uncertainties:

There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity.  Sources of liquidity both internal and external will come from receipt of revenue from the registrant’s service network, advances from affiliates as well as through debt and equity financings.  

There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.  There are no significant elements of income or loss that do not arise from the registrant’s continuing operations.  There are no known causes for any material changes from period to period in one or more line items of the registrant’s financial statements.

Capital and Source of Liquidity:

Investing activities .   For the six months ended June 30, 2015, we issued common stock valued at $30,000 for a license acquisition resulting in net cash used in investing activities – continuing operations of $30,000.

Financing Activities .   For the six months ended June 30, 2015, we sold common stock for $16,000, received advances from related parties of $82,427 and had $(6,000) due from a shareholder.   Additionally, we had a loan receivable from partial satisfaction of our contingent obligations under the Asset Purchase Agreement of $40,250 and accrued interest of $973 for the six months ended June 30, 2015. As a result, for the six months ended June 30, 2015, we had net cash provided by financing activities of $51,204.

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Results of Operations:

For the three months ended June 30, 2015, we did not receive any revenues.  We incurred professional fees of $36,913 and rent expense of $1,350.  General and administrative expenses were $25,772 for the three months ended June 30, 2015 and we incurred stock-based compensation valued at $180,000.   The general and administrative expenses for the three months ended June 30, 2015 consisted of travel and lodging of $3,246, office services and supplies of $1,489, dues and subscriptions of $2,594 and communication costs of $1,298, bank and administrative fees of $2,341 and computer and internet costs of $626. As a result, the registrant had net loss from continuing operations of $(223,062) for the three months ended June 30, 2015.

For the six months ended June 30, 2015, we did not receive any revenues.  We incurred professional fees of $50,692 and rent expense of $1,755.  We incurred selling and marketing expenses of $5,000 for that same period.  General and administrative expenses were $60,497 for the six months ended June 30, 2015 and we incurred stock-based compensation valued at $338,023.    The general and administrative expenses consisted of software and hosting fee of $12,600, outsourced partners costs of $15,000, meals and entertainment of $1,500, travel and lodging of $3,996, office services and supplies of $2,939, dues and subscriptions of $5,014, communication costs of $1,298, bank and administrative fees of $2,341 and computer and internet costs of $626. As a result, the registrant had net loss from continuing operations of $(454,994) for the six months ended June 30, 2015.

Critical Accounting Policies:

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the periods presented.

We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Cash and cash equivalents

The registrant considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

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Property and equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment.

Revenue recognition

The registrant recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system.

Income tax

The registrant accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss 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 income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding, including both the common shares and Class B common shares. Warrants, stock options, and common stock issuable upon the conversion of the registrant's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Fair value

The registrant has adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

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ASC 825, “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The registrant has not elected to apply the fair value option to any outstanding instruments.

The registrant’s financial instruments primarily consist of cash, accounts payable, accrued expenses and advances and amounts due to related parties.  Fair value is based on 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. The carrying amount of cash, accounts receivable, prepaid rent, customer deposits held, accounts and income taxes payable, accrued liabilities, customer deposits owed and deferred purchase agreement approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of its advances and amounts due to related parties approximates fair value as of the condensed balance sheets dates presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates.

Long-Lived Assets

In accordance with ASC 350, the registrant regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the registrant if the carrying amount of a long-lived asset exceeds its fair value.

New Accounting Pronouncements:

The registrant has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the registrant.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

Item 4.  Controls and Procedures

During the three months ended June 30, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2014.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be ineffective as of June 30, 2015, to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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PART II – OTHER INFORMATION

Item 1.   Legal Proceedings

None

Item 1A.  Risk Factors  

Not applicable for smaller reporting companies

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

None

Item 3.   Defaults Upon Senior Securities.

None

Item 4.   Mine Safety Disclosures

Not Applicable

Item 5.   Other Information

None

Item 6.   Exhibits

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**.  XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

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

Dated: April 1, 2016

EF HUTTON AMERICA, INC.

By:   /s/Christopher Daniels

Christopher Daniels

Chief Executive Officer

By:   /s/Lance Diamond

Lance Diamond

Chief Financial Officer

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