Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2015

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

Commission File Number: 333-185669

SPRIZA, INC.
(Exact name of registrant as specified in its charter)

Nevada	90-08883246
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

111 Penn Street, El Segundo, CA 90245
(Address of principal executive offices)

650-204-7903
(Registrant’s telephone number)

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

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

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

	Large Accelerated Filer	[ ]		Accelerated Filer	[ ]
	Non-accelerated Filer	[ ]		Smaller Reporting Company	[X]

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

As of August 10, 2015, there were 69,616,734 shares of our common stock issued and outstanding.

SPRIZA, INC.
FORM 10-Q
INDEX

	PAGE
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements	4
Condensed Balance Sheets as at June 30, 2015 and December 31, 2014 (unaudited)	4
Condensed Statements of Operations for the six months ended June 30, 2015 and 2014 (unaudited)	5
Condensed Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited)	6
Condensed Statements of Stakeholders' Equity (unaudited)	7
Notes to Condensed Financial Statements (unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19

PART II—OTHER INFORMATION	21

Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosure	21
Item 5. Other Information	21
Item 6. Exhibits	21

Signature Page	23

Certifications

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on April 15, 2015.

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we anticipate.

Unless otherwise indicated, in this Form 10-Q, references to “we,” “our,” “us,” the “Company,” “Spriza” or the “Registrant” refer to Spriza, Inc., a Nevada corporation.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC’s instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2015 are not necessarily indicative of the results that can be expected for the full year.

Spriza, Inc.
Condensed Balance Sheets (Unaudited)

	June 30, 2015 $		December 31, 2014 $
ASSETS

Current Assets:

Cash	327,781		5,396
Cash – restricted	10,000		10,000
Accounts Receivable (net of Allowance for Bad Debt of $37,500)	-		25,866

Total Current Assets	337,781		41,262

Property and equipment, net of accumulated depreciation of $14,751 and $11,019, respectively (Note 4)	23,136		25,166
Other assets
Intangible assets, net of accumulated amortization of $126,384 and $82,033, respectively (Note 4)	317,125		336,610
Deposits	2,737		2,737
Total Other Assets	319,862		339,347
Total Assets	680,779		405,775

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued liabilities	30,175		115,032
Note payable –related party (Note 5)	-		25,000
Total Current Liabilities	30,175		140,032

Contingencies (Notes 1 and 3)

Stockholders’ Equity

Preferred Stock, 10,000,000 shares authorized, $0.0001 par value, no shares issued and outstanding	-		-
Common Stock, 190,000,000 shares authorized, $0.0001 par value, 65,942,477 and 41,0000,000 issued and outstanding, respectively (Note 6) 69,616,734 and 67,618,934 shares issued and outstanding, respectively	6,962		6,762

Additional Paid in Capital	2,861,819		1,997,085
Accumulated Deficit	(2,218,177	)	(1.738,104	)
Total Stockholders’ Equity	650,604		265,743
Total Liabilities and Stockholders’ Equity	680,779		405,775

The accompany notes are an integral part to these condensed financial statements.

Spriza, Inc.
Condensed Statements of Operations
(Unaudited)

	Three Months Ended June 30, 2015		Three Months Ended June 30, 2014		Six Months Ended June 30, 2015		Six Months Ended June 30, 2014
					$		$
Revenue	9,472		-		9,472		-

Expenses
Branding and marketing	7,363		22,668		13,551		46,026
Consulting	63,636		53,814		102,580		97,647
Consulting – related party	57,317		34,103		101,170		75,042
Depreciation and amortization	24,261		20,608		48,083		34,012
Foreign Exchange	2,513		15,793		(10,179	)	-
General and administrative	19,832		84,006		46,838		31,717
Professional fees	38,219		5,730		68,866		157,960
Regulatory fees	7,253		77,851		11,772		12,112
Stock based compensation	44,367		44,959		88,535		191,393
Travel	12,520		22,668		18,329		65,224

Total Operating Expenses	277,281		359,532		489,545		711,133

Net (Loss) before Other Expense	(267,809	)	(359,532	)	(480,073	)	(711,133	)

Other Income (Expense)
Interest Income					-		-
Interest expense					-		-
Net (Loss)	(267,809	)	(359,532	)	(480,073	)	(711,133	)
			-
Net (Loss) Per Share – Basic and Diluted	(0.00	)	(0.00	)	(0.00	)	(0.01	)

Weighted Average Shares Outstanding – Basic and Diluted	68,330,479		67,619,000		68,330,479		67,618,934

The accompany notes are an integral part to these condensed financial statements.

Spriza, Inc.
Condensed Statements of Cash Flows
(Unaudited)

	For the Six Months Ended
	June 30,		June 30,
	2015		2014
	$		$
Operating Activities
Net loss	(480,073	)	(711,133	)
Adjustments to reconcile net loss to net cash (used) by operating activities:
Depreciation and amortization	48,083		34,012
Stock-based compensation	88,535		191,393
Changes in operating assets and liabilities:
(Increase) in other assets	-		(2,737	)
(Increase) decrease in accounts receivable	25,866		(19,608	)
(Decrease) increase in accounts payable and accrued expenses	(84,857	)	(24,701	)
Net Cash (Used) in Operating Activities	(402,446	)	(532,774	)

Investing Activities
Restricted cash	-		(10,000	)
Purchase of equipment	(1,703	)	(4,832	)
Additions to intangible assets	(24,866	)	(59,486	)
Net Cash (Used) in Investing Activities	(26,569	)	(74,318	)

Financing Activities
Short-term loan proceeds	-		-
Repayment of short-term loans	(25,000	)	-
Proceeds from the issuance of common stock	776,400		223,397
Net Cash Provided by Financing Activities	751,400		223,397

(Decrease) Increase in Cash	322,385		(383,695	)

Cash - Beginning of Period	5,396		493,539

Cash - End of Period	327,781		109,844

Non-cash Financing and Investing Activities:
Short-term loans and interest settled for shares	-		-
Acquisition of assets for common shares	-		-

Supplemental Disclosures:
Interest paid	-		-
Income taxes paid	-		-

The accompany notes are an integral part to these condensed financial statements.

Spriza, Inc.
Statement of Stockholders’ Equity

	Shares #	Amount $	Additional Paid-in Capital $	Accumulated Deficit $		Total $

Balance – December 31, 2013	65,942,477	6,594	1,257,720	(504,339	)	759,975
Shares issued for cash at $0.25 per share	1,540,800	154	182,546	-		182,700
Shares issued for cash at $0.30 per share pursuant to warrants exercised	135,657	14	40,684	-		40,698
350,000 common shares subscribed for cash at $0.50 per share	-	-	175,000	-		175,000
95,000 common shares subscribed for cash at $0.50 per share pursuant to warrants exercised	-	-	47,500	-		47,500
Stock-based compensation	-	-	293,635			293,635
Net loss	-	-	-	(1,233,765	)	(1,233,765	)

Balance – December 31, 2014	67,618,934	6,762	1,997,085	(1,738,104	)	265,743
Shares issued for cash at $0.50 per share	1,600,000	160	624,840	-		625,000
Shares issued for cash at $0.50 per share pursuant to warrants exercised	397,800	40	151,360	-		151,400
Stock-based compensation	-	-	88,535	-		88,535
Net loss	-	-	-	(480,073	)	(480,073	)
Balance – June 30, 2015	69,616,734	6,962	2,861,820	(2,218,177	)	650,604

The accompany notes are an integral part to these condensed financial statements.

Spriza, Inc.
Notes to Financial Statements
(Unaudited)

1.	Basis of Presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the period ended December 31, 2014 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

2.	Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

Revenue is recognized in accordance with Accounting Standard Codification (ASC) 605-10 (previously Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition). We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. The revenues are derived from the agreements with the businesses that utilize the online contest platform developed by the Company.

Stock-based Compensation

We account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the statement of operations based on their fair values at the date of grant.

We account for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

We calculate the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, we monitor both stock option and warrant exercises as well as employee termination patterns.

The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award.

Recent Pronouncements

We continually assess any new accounting pronouncements to determine their applicability to us. Where it is determined that a new accounting pronouncement affects our financial reporting, we undertake a study to determine the consequence of the change to our financial statements and assure that there are proper controls in place to ascertain that our financial statements properly reflect the change.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our financial statements and have not yet determined the method by which we will adopt the standard in 2017.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s financial statements.

3.	Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have begun operations but have not generated significant revenue to date. These conditions give rise to doubt about our ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to obtain additional financing and to generate profits and positive cash flow.

4.	Property and Equipment and Intangible Assets

On May 15, 2013 we contracted a San Francisco consulting firm with technology development capabilities in the Philippines to complete the redevelopment of our technology platform. On December 1, 2013 we completed SPRIZA™ and on March 18, 2014 unveiled it to the public with real-time contests being run. SPRIZA™ includes: subscriber portal, mobile device support, do-it-yourself platform and tools allowing us to develop a database of concurrent customers and users. During the six months ended June 30, 2015 we spent $17,048 (June 30, 2014 - $59,486) on completion of this project and have allocated the cost to intellectual property.

5.	Short-term Debt and Note Payable

The Company received a short term non-interest bearing short-term loan from a related party of $25,000 in September of 2014 which was repaid in January 2015. The Company currently has no debt.

6.	Common Stock

During the first quarter of 2015 the Company issued 1,997,800 common shares for proceeds of $776,400 from a non-brokered private placement of 1,600,000 shares and exercise of warrants of 397,800 shares. Note: $175,000 of the $0.50 Units and $47,500 of the warrants were booked in the last quarter of 2014 and issued in the first quarter of 2015. No shares were issued during the second quarter of 2015.

Warrants

As at June 30, 2015 we had 3,308,635 common share purchase warrants outstanding having an average exercise price of $0.30 per common share and having an average expiration date of 1.26 years.

	Number of Warrants	Weighted- Average Price Per Share
Beginning Balance, January 1, 2014	3,444,291	$0.30
Granted	1,540,800	$0.50
Exercised	(230,656)	$0.32
Cancelled or Expired	-	-
Ending Balance, December 31, 2014	4,754,435	$0.36
Granted	-	-
Exercised	(302,800)	$0.50
Cancelled or Expired	(1,143,000)	$0.50
Ending Balance, June 30, 2015	3,308,635	$0.30

Warrants Outstanding			Warrants Exercisable
Weighted Average Remaining Exercise Prices	Weighted Average Number Outstanding	Average Remaining Contractual Life (Years)	Exercise Price	Number Exercisable	Contractual Life (Years)
$0.30	1,808,434	1.19	$0.30	1,808,434	1.19
$0.30	1,500,201	1.34	$0.30	1,500,201	1.34
$0.30	3,308,635	1.26	$0.30	3,308,635	1.26

8.	Stock-based Compensation

On October 29, 2013, we granted 4,550,000 stock options to directors, officers and employees to acquire 4,550,000 common shares at $0.15 per share having an option life of five years. A total of 25% vested on April 30, 2014, with a further 25% vesting on each of October 31, 2014, April 30, 2015 and October 31, 2015. On November 15, 2014, we granted 300,000 stock options to a consultant to acquire 300,000 common shares at $0.50 per share having an option life of one year. A total of 25% vested on February 15, 2015, with a further 25% vesting on each of May 31, 2015, August 15, 2015 and November 15, 2015. Stock options granted to non-employees are recognized based on the value of the vested portion of the award over the service period. During the six months ended June 30, 2015 we recorded stock-based compensation of $88,535 (June 30, 2014 - $191,393).

The weighted average grant date fair value of stock options granted during the period ended June 30, 2015 was $0.50.

The fair value of stock options granted was calculated using the Black-Scholes option-pricing model based on the following assumptions:

Risk-Free Interest Rate: Based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the options being valued.

Dividend Yield: Based on the projection of future stock prices and dividends expected to be paid.

Expected Term: Represents the period of time that stock options are expected to be outstanding based on historic exercise behavior.

Expected Volatility: Due to our limited trading history, we do not have sufficient history to estimate the volatility of our common stock price for the expected life of the options. We calculate expected volatility based on reported data for similar publicly traded companies for which historical information is available and will continue to do so until the historical volatility of our common stock is sufficient to measure expected volatility for future option grants.

The weighted average assumptions used for each of the period ended June 30, 2015 is as follows:

	2015	2014
Expected dividend yield	0%	0%
Risk-free interest rate	0.09%	1.29%
Expected volatility	54%	82%
Expected option life (in years)	1.00	4.00

The following table summarizes the continuity of our stock options:

	Number of Options	Weighted Average Exercise Price	Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
		$		$
Outstanding, December 31, 2014	4,550,000	0.15	2.73	1,365,000

Granted	300,000	0.50	0.07	-

Outstanding, June 30, 2015	4,850,000	0.17	2.80	1,365,000

Exercisable, June 30, 2015	3,562,500	0.17	2.80	1,023,750

A summary of the changes of the Company’s non-vested stock options is presented below:

	Number of Options	Weighted Average Grant Date Fair Value
		$
Non-vested at December 31, 2014	2,275,000	0.15
Granted	300,000	0.50
Vested	(1,287,500)	0.50

Non-vested at June 30, 2015	1,287,500	0.17

As at June 30, 2015, there was $86,698 of unrecognized compensation cost related to non-vested stock options expected to be recognized over a weighted average period of 0.60 of a year.

9.	Related Party Transactions

The President and Chief Executive Officer of the Company was paid a total of $48,475 during the six months ended June 30, 2015 (Q2 2014 - $61,394). The Chief Financial Officer of the Company was paid a total of $8,156 (Q2 2014 - $13,648) during the six months ended June 30, 2015 (Q2 2014 - $8,965). The Chief Operating Officer was paid $44,538 during the six months ended June 30 2015 (Q2 2014 - $Nil).

10.	Subsequent Events

Spriza has entered into a non-binding letter of intent (the " Agreement") on August 3, 2015, with respect to a combination of both companies (the "Transaction") with Iron Tank Resources Corp. (the "Corporation" or "Iron Tank") (TSXV:TNK), whereby Iron Tank will acquire all of the assets of Spriza. Under the terms of the Agreement, Iron Tank will issue 55,000,000 common shares, at a deemed price of $0.05 for a deemed value of $2,750,000 as full purchase price of all the operating assets of Spriza.

The resulting business combination will combine their assets into a newly formed company, which will be a wholly owned subsidiary of Iron Tank when completed, which will be considered a "Reverse Takeover" and a “Change of Business” from a mining issuer to a technology issuer in accordance with Policy 5.2 of the TSX Venture Exchange (the "TSXV").

This transaction is expected to close on or about October 1, 2015.

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

Overview

On September 17, 2012 we were incorporated as Level20 Inc. in the State of Nevada. On October 25, 2013 we changed our name to Spriza, Inc.

On October 17, 2012, we entered into an Asset Purchase Agreement with Raptify Marketing Systems Ltd. (“Raptify”), whereby we acquired certain assets from Raptify in exchange for 5,000,000 shares of our common stock, 3,000,000 shares of which were received by Raptify and 2,000,000 shares of which were received by certain other stakeholders of Raptify.

On August 3, 2015, we entered into a non-binding letter of intent with Iron Tank (see Note 10 of the Financial Statements) under which Iron Tank will if the transaction is consummated acquire all of our assets and we will receive 55 million common shares of Iron Tank, representing approximately 55% of their company at the time of the transaction. As a result, if consummated, Iron Tank will become our partially owned subsidiary at that time.

In addition, our management will be integrated into the management of Iron Tank and Iron Tank will change its business and plan of operation to be consistent with our business plans. There are several contingencies and conditions under this non-binding letter of intent and thus no assurance can be given that such transaction will ever be consummated as planned.

Our principal executive offices are located at 111 Penn Street, El Segundo, CA 90245, and our telephone number at this address is (650) 204-7903. Our website is www.spriza.com. Information contained on our website is not a part of this Quarterly Report on Form 10-Q. We completed our initial public offering on June 12, 2013. On November 4, 2013, our common stock was quoted under the symbol “SPRZ” on the OTC BB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Our Business and Intellectual Property

We own and operate the patent-pending proprietary SPRIZA™ contest marketing platform. We filed the US Patents, filing No. 12753864 and submitted the Canadian filings, No. 2261/P1551CA00. We acquired these assets through an Asset Purchase Agreement and we currently hold patent pending status for both jurisdictions.

Trademarks pertaining to SPRIZA™ and its Star Icon logo as well as our tagline “Win, Laugh, Live” have been applied for in the United States and Canada. Currently all trademarks listed above are in a pending status.

Our intellectual property is a fully developed, commercially operational incentive contest marketing system and platform that builds brand awareness and generates qualified targeted leads for any size of business through a patent-pending online contest marketing solution trademarked as “SPRIZA™”. SPRIZA™ taps into the power of shared interests and personal relationships within targeted markets producing traceable and quantifiable results at every stage of the contest. It provides deep, real-time analytics and reporting, through robust tools that measure marketing and advertising budgets for real time return on investment analysis and demographic profiling. SPRIZA™ leverages social media strategies based on business objectives enabling our clients “Branders” to measure results of marketing efforts. The result is a network of subscribers that participate in contest promotions centered around their personal and shared interests. SPRIZA™ produces quantifiable and verifiable participant data results, which can be used for ongoing marketing purposes with targeted demographics. SPRIZA™ data results assess how many consumers responded, whom they shared the contest with, the level of engagement, how many other contest participants were influenced and sales value generated. SPRIZA™ is designed to work with most social media engines including Facebook, Twitter and Pinterest and offers full mobile capability to engage popular mobile applications including iPhone, Android, Blackberry and Windows mobile operating systems.

We seek patent protection for those inventions and technologies for which we believe such protection is suitable and is likely to provide a competitive advantage to us. Because patent applications in the United States are maintained in secrecy until either the patent application is published or a patent is issued, we may not be aware of third-party patents, patent applications and other intellectual property relevant to our products that may block our use of our intellectual property or may be used in third-party products that compete with our products and processes. In the event a competitor or other party successfully challenges our products, processes, patents or licenses or claims that we have infringed upon their intellectual property, we could incur substantial litigation costs defending against such claims, be required to pay royalties, license fees or other damages or be barred from using the intellectual property at issue, any of which could have a material adverse effect on our business, operating results and financial condition.

We also rely substantially on trade secrets, proprietary technology, nondisclosure and other contractual agreements, and technical measures to protect our technology, application, design, and manufacturing know-how, and work actively to foster continuing technological innovation to maintain and protect our competitive position. We cannot assure you that steps taken by us to protect our intellectual property and other contractual agreements for our business will be adequate, that our competitors will not independently develop or patent substantially equivalent or superior technologies or be able to design around patents that we may receive, or that our intellectual property will not be misappropriated.

Spriza.com – Contest Portal

Delivery and distribution to the consumer of all contest offerings will be based upon user profile by location, interests and other preferences. Our web site www.spriza.com aggregates all contests, while segmenting distribution based upon the means of client submission and their branding strategy to specifically determine which offerings are available nationally and regionally. Post marketing opportunities will occur within this platform to drive affiliate revenue and secondary sales.

Small/Medium Business Contest Creation Tool

We offer a low cost entry platform targeting small to mid-sized businesses wishing to promote themselves through self-directed contests on a local or regional level. This portal offers a comprehensive toolkit and tutorials to initiate, register and administer a fully-compliant contest or sweepstake, providing basic templates and customization options to uniquely brand their efforts and monitor their results using fundamental reporting tools. This option may not require or include any 3^rd party intervention but does provide limited access to support and assistance through our administration team.

Advertising Agency Contest Creation Tool

Our enterprise solution is a backend system providing every available tool and customization option to those agencies and marketing firms wishing to offer our products to their corporate clients in a closed loop campaign as a standalone offering or as integration to existing programs and marketing efforts. This option is expected to provide full support and assistance to the agency behind the scenes. We anticipate that utilities and reporting tools will be comprehensive and customizable, allowing for white-labeling to their own client base. We expect that this solution will be best suited to major national brands rolling out a complete North American campaign.

International Licensing & Site Mirrors

For international expansion we anticipate that International Licensed Affiliates wishing to duplicate our offerings in foreign countries will have the opportunity to acquire exclusive licensing through our international release of mirror programs, enabling them to tailor a solution to their local market’s culture, currency, language and compliance to legal requirements. We have finalized our international licensing model and we are currently identifying licensees for international expansion in Asia, Europe and South America.

Sales and Marketing

Our SPRIZA™ technology is designed to integrate seamlessly within existing social media platforms. We expect to grow our revenues through multiple streams including contest revenue, lead generation, ecommerce conversion and ongoing marketing initiatives.

Traditional marketing efforts to promote contests or corporate promotional giveaways have included direct mail, newspaper, radio, television and some have included online efforts but they have generally not successfully leveraged the viral nature of social media such as Facebook or Twitter. Our patent-pending solution rewards a company with a competition advantage based on its ability to drive viral distribution and participation towards sales and lead generation. There are other online contesting companies such as Strutta and WildfireApp that are more focused on driving interest to social pages. This brand engagement dies at the closing of that promotional offer and usually only incentivizes a limited amount of the participants.

Our patent-pending method of contest distribution uses incentive based, viral marketing where participants are rewarded for sharing the contest with like-minded family, friends and associates. Participants’ odds increase with the more people they invite as does their chances of sharing in that winning experience with that chain of winners. This incentive based marketing creates a new and proprietary way for brands to attract and identify customers, brand influencers and ambassadors to sell goods and services.

The contest subscriber website is www.spriza.com, where users will be able to create an account, set personal preferences, link to their social media profiles and consume, share and engage in branded contests throughout North America. This site has three main sections: open contests they are participating in, closed contests they previously participated in and current and available contests that can be searched or screen based on personal preferences. Within each section individuals will be served promotional materials, deals, and advertising relevant to that brand and personal preference. Each section will likely contain short videos on the brand experience, to explain what the brand experience offers if customers win and a video of the winners sharing and consuming the winning brand experience.

We intend to email our www.spriza.com subscribers contest offers that are targeted by location and personal preferences. Consumers can also access our contests directly through our website and mobile applications. We expect that new subscribers will be driven to Spriza™ through all digital advertising efforts such as paid, search, social, mobile, location, email and, where essential, traditional methods. All contests will initially be seeded throughout our database of subscribers but also promoted through our client’s social media assets and client lists thus driving up our total subscribers.

A typical contest might offer an all-inclusive weekend at a brand name hotel in Las Vegas and a set of brand name golf clubs. Contests would immediately be pushed out and shared by golf lovers and enthusiasts from one personal contact to another. The advantage of our SPRIZA™ platform is that each contestant in the winning referral chain is a winner and in this example goes on the trip and all share the experience together. We anticipate that this experience will be documented and distributed through social media to all the contestants that participated as a further means of advertising for our clients. We believe that seeing winning participants consume the incentive adds further validation and credibility to our SPRIZA™ platform and capabilities and allows our clients to further leverage their media assets. We plan to earn upfront fees from the brands for the campaign, online advertising fees and additional affiliate revenue by promoting “after-campaign” deals and incentives to this group throughout the year.

Regardless if we are running a contest for a national brand throughout North America or a local merchant within a single city, they all must strictly adhere to the rules, regulatory and compliance specified by the government and governing bodies in each jurisdiction. Age, eligibility, terms and conditions, bonding, insurance and many other finite details are part of our core competencies and our commitment when delivering campaigns to our clients. We anticipate SPRIZA™ evolving to include a campaign creation toolbox that allows for dynamic contest creation, where an agency, brand manager or our employee can map out a campaign quickly with proper terms conditions, contracts, approval sign off and a compliance checklist.

Competition

The digital and mobile technology business is highly fragmented and extremely competitive and subject to rapid change. The market for customers is intensely competitive and such competition is expected to continue to increase. We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing businesses developed by us, our competitors, and their advisers. SPRIZA™ is an online contest platform that utilizes digital media and technology to distribute and feature local and national branded promotional campaigns. Many consumers maintain simultaneous relationships with multiple digital brands and products and can easily shift consumption from one provider to another.

Our competitors are in segments such as the following:

Websites promoting deal of the day gift certificates;
Large social media networks with deep distribution; and
Innovative search websites with local and national advertisers.

Our SPRIZA™ contest platform is both promotional “Promotional Platform” and social “Social Platform”.

Our principal competitors, when comparing “Promotional Platforms” are: Wildfire by Google, Strutta, Prizelogic, HelloWorld (formerly ePrize), and Prizeo. Our SPRIZA™ contest platform differs, in most part, from these competitors by seamlessly integrating our promotion platform and the social experience into a channel that can provide both the brand/cause experience to drive engagement and link that activity directly to online and offline commerce. Through our SPRIZA™ platform, we build a referral network of like-minded consumers who actively participate with the brands they love and it allows us to retarget and entertain our subscribers based on their specific preferences and activity.

Our principal competitors, when comparing “Social Platforms” are: Pinterest, Twitter, Facebook, WhatsApp and Groupon. Our SPRIZA™ contest platform differs, in most part, from these competitors by not only building a large subscriber base but establishing a unique referral network that has the means to engage, reward, remarket and incentivize its user base to foster new connections and ongoing commerce activity.

Our competitors are in segments such as the following:

Websites promoting deal of the day gift certificates;
Large social media networks with deep distribution; and
Innovative search websites with local and national advertisers.

In addition, new competitors may be able to launch new businesses at relatively low cost. In addition, either existing or new competitors may develop new technologies, and our existing and potential customers may shift their mass branding campaigns to these new technologies. Therefore, we cannot be sure that we will be able to successfully implement our business strategy in the face of such competition.

Business goals and milestones

We have completed or advanced, over the past few months, the following business goals and milestones:

• We contracted a San Francisco consulting firm with development capabilities in the Philippines to develop SPRIZA™. We have completed this project and launched our site on March 18, 2014. This new version includes: contest portal, contest profiles, contest functionality, contest subscriber ability, subscriber portal, subscriber account setup and profiles, user functionality, and sharing capabilities data base architecture, with querying, reporting and analytics.

• During the period ended June 30, 2015 we spent $17,048 on this project and have allocated the cost to intellectual property; we are continuing to work on: mobile device support, do-it-yourself platform and agency tools;

• We have launched our corporate splash page in preparation of our corporate website which has been completed and the new corporate website is available to the public at www.spriza.com;

We have completed our SPRIZA™ rebranding project including media kit, sales and marketing packages and corporate peripherals. We also completed the following achievements during 2014 and the first quarter of 2015:

Developed an international licensing model;
Identified strategic partners in Asia, Europe and the United States;
Entered into a key agreement with Digital Marketing Philippines (www.digitalmarketingphilippines.com);
Entered into a key agreement with When in Manila (www.wheninmanila.com);
Hosted more than 8,209 aggregated contests;
Reached the figure 100 in the number of active contests SPRIZA™ is currently hosting;
Generated revenues, a significant milestone in the social media space;

In 2015 SPRIZA™ launched an Android mobile phone application to be followed by an iPhone app. Achieving this objective would further enhance the user experience giving direct access anytime, anywhere similar to Facebook, Twitter and other popular social media applications. The new app will also increase effectiveness to communicate new information, updates and location based details when required.

The Company also launched launch a Do-it-Yourself (“DIY”) contest building and toolbox platform for small and medium sized businesses in February of 2015 and an Agency Media Kit.

The DIY contest toolbox is available through Spriza’s website (www.spriza.com) and through the business user’s private account toolbox. Clients are now able to upload, self-administer and activate contests within minutes through their own Spriza step-by-step business account.

The DIY contest platform will have three pricing tiers to allow for flexibility of budgets and ease of entry onto the platform. Each tier will give the client a robust option to build-out its contest marketing strategy depending on their budget and needs. The addition of the DIY platform will allow for greater access to Spriza’s marketing tools, capable of serving the diverse needs of several business verticals. This will allow greater ease of entry and flexibility for clients to market through Spriza; thus potentially expanding the number of paying clients in our database.

The DIY toolbox platform has an extensive analytics dashboard, providing the key metrics companies are looking for in their marketing campaigns. With mounting pressure on the overall ROI of any marketing initiative, more businesses are looking to marketing platforms that offer such detailed information.

Opening the Do-it-Yourself platform will have a positive effect on Spriza’s overall user’s statistics. The more contests that are created through different business verticals the more users will filter into the Spriza database, which in turn creates revenue through upfront fees, affiliate revenue, lead generation, downloads and coupon conversion.

We are in the final stages of completing a North American wide marketing campaign which will focus on driving the participation of prospective Fortune 500 companies and large corporate sponsorship to the contest platform.

Business strategy

Secure Necessary Funds

As at August 10, 2015 we have approximately $260,000 in cash. We will require additional funds during the remainder of fiscal 2015 to continue to aggressively grow our business and execute our 2015 business plan and to make strategic acquisitions.

Drive client growth and revenue through contest campaigns

To drive client growth, we plan to expand the number of ways in which subscribers can discover contests through our marketplace. As revenue is recognized we plan to continue investments into our sales force and partnership networks to further client relationships and acquire local expertise. Retention will be focused on providing our clients with a positive campaign experience and offering targeted placement of their contest campaigns to our subscribers, tools to manage these campaigns more effectively and superior customer service. Current efforts are focused on developing a sponsorship campaign that is centered on the 18-25 year old demographic offering four year college tuitions as the contest incentive. We are also in negotiations with Fortune 500 companies to run online contests. The sponsorship fees associated with a contest driven advertising campaign of this size is estimated at $1.5 million with 70% of this amount to be campaign costs, and 30% would be our profit. Additionally, securing contracts directly with brands and established advertising agencies will be necessary to achieve desired growth. We are establishing the go-to-market strategy and digital marketing initiatives essential to engage with prospective clients to secure contracts and achieve this milestone.

Drive the growth of our subscriber base

We plan to invest significant effort to acquire subscribers through online marketing initiatives. Our goal will be to retain existing and acquire new subscribers by providing preference driven and targeted contests, quality subscriber service and expanding the number of contest offerings through both local and national brands. Activity has commenced on the development and release of our digital marketing strategy to encourage subscriber sign up and generate brand participation.

Expand affiliate and business development partnerships

We intend to establish an online reseller network of commissioned agents and strategic partners. We hope to sign partnership agreements with online companies such as Google, Microsoft, Yahoo and Facebook. These intended partners could display, promote and distribute our contests to their users in exchange for a share of the revenue generated from our campaigns. We currently have no such agreements or arrangements with Google, Microsoft, Yahoo or Facebook. We intend to maintain ongoing efforts to expand our business with strategic affiliates and business development partnerships.

Increase our product offering through innovation

We intend to develop new versions and product releases to increase the number of subscribers and clients that transact business through our SPRIZA™ online contest marketing platform. We believe our network of subscribers will be a focal point for companies to promote their brands and showcase all of their contests. Expansion from an online presence into all mobile, tablet and operating systems is an essential innovation for us.

Establish our presence in the marketplace as the leading Online Contesting Platform

All efforts will be made to firmly establish us as the leader in the delivery, fulfillment and distribution of brand driven online contests to a subscriber base. In addition to the traditional and digital marketing efforts it is not uncommon for these efforts to be supported by viral sharing and word of mouth marketing that is prevalent with many online subscriber based communities. This behavior is often encouraged through referral or loyalty incentives.

The discussion that follows is derived from our unaudited balance sheets as of June 30, 2015 and December 31, 2014 and the unaudited statements of operations and cash flows for the six months ended June 30, 2015 and December 31, 2014.

Results of Operations

During the six months ended June 30, 2015 we continued to produce contests as a proof of concept to showcase the platform’s design and functionality to interested advertising parties. Although we did not record any new revenues in the first quarter we increased our client pipeline and fully expect to engage in revenues for the balance of 2015. We generated $9,472 in revenues during the second quarter of 2015 and $nil in Q2 - 2014. The net loss for the six months of 2015 was $480,073 compared to a net loss of $711,133 for the same period in 2014, a decrease of $231,060. This decrease was mostly incurred in savings related to professional fees and stock based compensation.

Other reductions were produced in Travel in the six month period in 2015 of $18,329 ($65,224 - 2014) and Branding and Marketing were reduced to $13,551 for the six month period compared to $46,026 for the same period in 2014. General And Administrative costs were higher at $46,838 compared to $31,717 as at June 30, 2015 and 2014 respectively and Consulting Fees were also higher at $203,750 for the first half of 2015 and $172,689 for the same period in 2014. We were also focused on proving our platform and received valuable user signups and data in the process. Contests that are produced by us through third agencies or brands were produced by us and prizes were sponsored and paid for by the participating vendors.

During the first half of 2015 we also signed our first repeat client with a new contest initiated in April of 2015.

Results of Operations for the three months ended June 30, 2015 and 2014

The net loss for the second quarter of 2015 was $267,809 compared to a net loss of $359,532 for Q2-2014 a decrease of $91,723. This decrease was mostly incurred in savings related to Regulatory Fees and lower General and Administrative fees.

During Q2-2015 operating expenses consisted of: $44,367 (Q2-2014 - $44,959) of stock-based compensation due to the vesting of options granted and vesting in the applicable quarter under our 2013 Incentive Award Plan; $120,953 (Q2-2014 - $87,917) in consulting fees and salaries and $7,363 (Q2-2014 - $22,668) in branding and marketing; $7,253 (Q2-2014 - $77,851) in regulatory fees, $38,219 (Q2-2014 - $5,730) in professional fees including legal and accounting fees, $12,520 (Q2-2014 - $222,668) in travel and $19,832 (Q2-2014 - $84,006) in general and administrative expenses. We incurred $24,261 (Q2-2014 - $20,608) in depreciation and amortization of property and equipment and added $17,048 in intangible assets (Q2-2014 - $11,717). We expect that our administrative and operating expenses will continue to increase as we further our business operations.

Liquidity and Capital Resources

As at June 30, 2015, working capital was $307,606. Our available cash on hand was $327,781 and $10,000 in restricted cash. At the end of the second quarter of 2015 our available and restricted cash position increased from the 2014 year end. As at December 31, 2014, the Company has a working capital deficit of $98,770. Our cash on hand was $41,262 which included the restricted cash of $10,000. Accounts receivable at June 30, 2015 was $Nil compared to $Nil for June 30, 2014. We will require additional funds during the remainder of fiscal 2015 to continue to aggressively grow our business and execute our 2015 business plan and to make strategic acquisitions.

The following table sets forth the major sources and uses of cash for the six months ended June 30, 2015 and 2014:

	2015 $		2014 $
Net cash used in operating activities		(402,446)		(532,774)
Net cash used in investing activities		(26,569)		(74,318)
Net cash provided by financing activities		776,400		223,397
Net increase (decrease) in cash		322,385		(383,695)

Cash Used in Operating Activities

During the six Months - 2015 operating activities used $402,446 in cash (6 Month - 2014 - $532,774). Use of cash was primarily attributable to funding the net loss of $480,073 (6 Month - 2014 - $711,133) offset by a non-cash charge of $48,083 (6 Month - 2014 - $34,012) for depreciation and amortization and a non-cash charge of $88,535 for stock-based compensation (6 Month - 2014 - $191,393).

Cash Used in Investing Activities

During 6 Months - 2015 we spent $26,569 (6 Months - 2014 - $74,318) in investing activities. During 6 Months - 2015 we spent $1,703 acquiring equipment and $17,048 developing intangible assets (6 Months - 2014 - $4,832 and $59,032 respectively).

Cash from Financing Activities

During 6 Months - 2015 financing activities provided $776,400 (6 Months - 2014 - $223,397) in cash consisting of:

$625,000 received pursuant to our $0.50 Unit non-brokered private placement for 1,600,000 shares; and
$151,400 from the exercise of 397,800 warrants at $0.50 per warrant share.
Note: $175,000 of the $0.50 Units and $47,500 of the warrants were booked in the last quarter of 2014 and issued in the first quarter of 2015.

Need for Additional Capital

Although we do have approximately $327,700 in cash in hand at June 30, 2015 we expect that we will require $1,000,000 of additional funds during the remainder of fiscal 2015 to continue to aggressively grow our business and execute our 2015 business plan and to make strategic acquisitions.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies applicable to our company currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Rob Danard, who is our chief executive officer and Chris Robbins, who is our chief financial officer, are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of June 30, 2015. Based on that evaluation our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2015.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. Additionally we plan to continually adopt sufficient written policies and procedures for accounting and financial reporting.

Changes in internal controls

There were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is a process designed by, or under the supervision of our principal executive officer and principal financial officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of June 30, 2015 we conducted an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based upon this assessment, management concluded that our internal control over financial reporting was effective.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Limitations on the Effectiveness of Controls: Our Board of Directors and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. Controls, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls are met. Further, we believe that the design of prudent controls must reflect appropriate resource constraints, such that the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all controls, there can be no absolute assurance that all control issues and instances of fraud, if any, applicable to us have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some individuals, by collusion of more than one person, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

During the six month period ended June 30, 2015 financing activities provided $776,400 (6 Months -2014 - $223,397) in cash consisting of:

$625,000 received pursuant to our $0.50 Unit non-brokered private placement for 1,600,000 shares; and
$151,400 from the exercise of 397,800 warrants at $0.50 per warrant share.
Note: $175,000 of the $0.50 Units and $47,500 of the warrants were booked in the last quarter of 2014 and issued in the first quarter of 2015.

These funds were used for general working capital.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.	Description of Exhibit
2.1	Asset Purchase Agreement dated October 17, 2012 (1)
3.1	Articles of Incorporation (2)
3.2	Certificate of Amendment to Articles of Incorporation (3)
3.3	Bylaws (2)
10.1	2013 Incentive Award Plan (4)
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)*
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350**
101 .INS	XBRL Instance Document*
101 .SCH	XBRL Taxonomy Extension Schema Document*
101 .CAL	XBRL Taxonomy Calculation Linkbase Document*
101 .DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101 .LAB	XBRL Taxonomy Label Linkbase Document*
101 .PRE	XBRL Taxonomy Presentation Linkbase Document*

1.	Incorporated herein by reference to the Registration Statement on Form S-1/A filed on February 14, 2013.

2.	Incorporated herein by reference to the Registration Statement on Form S-1 filed on December 24, 2012.

3.	Incorporated herein by reference to the Current Report on Form 8-K filed on October 29, 2013.

4.	Incorporated herein by reference to the Annual Report on Form 10-K filed on March 31, 2014.

* Filed herewith

**Furnished herewith

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.

	Spriza, Inc.

Date:	August 11, 2015

By:	/s/ Rob Danard
	Rob Danard
Title:	Chief Executive Officer and Director

EX-31.1 CERTIFICATION

I, Rob Danard, certify that;

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2015 of Spriza, Inc. (the “registrant”);

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

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

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

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

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

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

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

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

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

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

Date: August 11, 2015

/s/ Rob Danard
By: Rob Danard
Title: Chief Executive Officer

EX-31.2 CERTIFICATION

I, Christopher Robbins, certify that;

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2015 of Spriza, Inc. (the “registrant”);

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

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

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

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

Date: August 11, 2015

/s/ Christopher Robbins
By: Christopher Robbins
Title: Chief Financial Officer

EX-32.1 CERTIFICATION

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Spriza, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2015 filed with the Securities and Exchange Commission (the “Report”), I, Rob Danard, Chief Executive Officer of the Company and I Chris Robbins, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Rob Danard
Name:	Rob Danard
Title:	Principal Executive Officer and Director
Date:	August 11, 2015

By:	/s/ Chris Robbins
Name:	Chris Robbins
Title:	Principal Financial Officer and Director
Date:	August 11, 2015

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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