UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
X .
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to________
Commission file number 333-153035 Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.
INNOCAP, INC.
(Exact name of registrant as specified in its charter)
Nevada | 01–0721929 |
(State or other jurisdiction | (IRS Employer |
of incorporation or organization) | Identification Number) |
112 N. Walnut Street
PO Box 489
Jefferson, Texas 75657-0489
(Address of principal executive offices)
903-926-1287
(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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer . Accelerated Filer . Non-Accelerated Filer . Smaller Reporting Company X .
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes . No 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 .
At September 14, 2016, the number of shares of the Registrant’s common stock outstanding was 124,825,000.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report of Innocap, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2016, filed with the Securities and Exchange Commission on September 14, 2016 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and amended, and otherwise are not subject to liability under those sections.
2
PART II
ITEM 6 EXHIBITS
Exhibit Number | Description |
31.1* | Section 302 Certification of Chief Executive Officer and Chief Financial Officer |
32.1* | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 |
101 | XBRL |
* Filed with the SEC on September 14, 2016, as a part of our Form 10-Q for the quarter ended July 31, 2016.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Innocap, Inc.
(Registrant)
By:
/s/ Paul Tidwell
Paul Tidwell
Chief Executive Officer
December 6, 2016
3
Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Sep. 14, 2016 |
|
| Document And Entity Information | ||
| Entity Registrant Name | INNOCAP INC, | |
| Entity Central Index Key | 0001281845 | |
| Document Type | 10-Q | |
| Document Period End Date | Jul. 31, 2016 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --01-31 | |
| Is Entity a Well-known Seasoned Issuer? | No | |
| Is Entity a Voluntary Filer? | No | |
| Is Entity's Reporting Status Current? | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 124,825,000 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2017 |
Balance Sheets - USD ($) |
Jul. 31, 2016 |
Jan. 31, 2016 |
|---|---|---|
| Current Assets | ||
| Cash | $ 13,525 | $ 23,081 |
| Total Assets | 13,525 | 23,081 |
| Current Liabilities | ||
| Accrued liabilities | 29,018 | 38,768 |
| Accrued liabilities - related party | 23,234 | 40,984 |
| Contract advance | 150,000 | 90,000 |
| Total Liabilities | 202,252 | 169,752 |
| Stockholders' Equity (Deficit) | ||
| Preferred stock at $0.001 par value; 1,000,000 shares authorized, 1,000,000 issued and outstanding | 1,000 | 1,000 |
| Common stock at $0.001 par value; 199,000,000 shares authorized; 124,825,000 and 119,825,000 shares issued and outstanding | 124,825 | 119,825 |
| Additional paid-in capital | 409,255 | 349,255 |
| Accumulated deficit | (723,807) | (616,751) |
| Total Stockholders' Equity (Deficit) | (188,727) | (146,671) |
| Total Liabilities and Stockholders' Equity (Deficit) | $ 13,525 | $ 23,081 |
Balance Sheets (Parenthetical) - $ / shares |
Jul. 31, 2016 |
Jan. 31, 2016 |
|---|---|---|
| Stockholders' equity | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 1,000,000 | 1,000,000 |
| Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
| Common stock par value | $ 0.001 | $ 0.001 |
| Common stock shares authorized | 199,000,000 | 199,000,000 |
| Common stock shares issued | 124,825,000 | 119,825,000 |
| Common stock shares outstanding | 124,825,000 | 119,825,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Statements Of Operations | ||||
| General and administrative expenses | $ 51,100 | $ 40,124 | $ 94,456 | $ 81,506 |
| Loss on settlement of payables | 12,600 | 12,600 | ||
| Net loss | $ (63,700) | $ (40,124) | $ (107,056) | $ (81,506) |
| Net loss per common share - basic and diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Weighted average number of common shares outstanding - basic and diluted | 123,466,304 | 119,825,000 | 121,665,659 | 118,968,646 |
Statements of Cash Flows (Unaudited) - USD ($) |
6 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Operating Activities | ||
| Net loss | $ (107,056) | $ (81,506) |
| Adjustment to reconcile net loss to net cash used in operating activities: | ||
| Share-based compensation | 10,400 | |
| Loss on settlement of payables | 12,600 | |
| Changes in operating liabilities: | ||
| Accrued liabilities | (13,350) | 10,752 |
| Accrued liabilities - related party | 27,850 | 7,300 |
| Net Cash Used in Operating Activities | (69,556) | (63,454) |
| Financing Activities | ||
| Proceeds from sale of common stock | 60,000 | 35,000 |
| Net Cash Provided by Financing Activities | 60,000 | 35,000 |
| Decrease In Cash | (9,556) | (28,454) |
| Cash at beginning of period | 23,081 | 45,199 |
| Cash at end of period | 13,525 | 16,745 |
| Supplemental Cash Flows Information: | ||
| Cash paid for interest | ||
| Cash paid for income taxes | ||
| Non-cash Investing and Financing Activities: | ||
| Shares issued to settle accrued liabilities – related party | 39,000 | |
| Shares issued to settle accrued liabilities | $ 15,600 | |
ORGANIZATION |
6 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 1. ORGANIZATION | Innocap, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on January 23, 2004. In May 2011, the Company and its principal shareholders entered into agreements with its current President who provided the Company with a new business plan of finding and assisting in the salvaging of sunken ships. To do this, the Company will have to raise capital to undertake each project. There are no assurances that the Company will be successful in obtaining the necessary financing. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation
These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year-end is January 31.
Interim Financial Statements
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's January 31, 2016 report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end, January 31, 2016, have been omitted.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Basic and Diluted Loss Per Common Share
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period after giving retroactive effect to the reverse and forward splits. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period after giving retroactive effect to the reverse and forward splits. Shares issuable under the convertible preferred stock were not included in the calculation of earnings per share because they would not have been dilutive.
Recently Issued Accounting Standards
There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position.
Subsequent Events
The Company has evaluated all transactions from July 31, 2016 through the financial statement issuance date for subsequent event disclosure consideration and has determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded. |
GOING CONCERN |
6 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 3. GOING CONCERN | The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At July 31, 2016, the Company had an accumulated deficit of $723,807 and had not yet generated revenues from its operations. These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
The Company intends to continue seeking revenue producing projects and financing through the business contacts of its new officers. No assurances can be given as to the likelihood of it obtaining any revenue producing projects. |
ADVANCES |
6 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 4. ADVANCES | On August 2015, the Company entered into an agreement with Charles E. Hill and Associates (“Investor”) under which the Investor agreed to finance an exploration to find the Flor de la Mar, a Portuguese ship that sank in 1511 with a rumored large cargo of treasures. Undertaking this project is contingent on finalizing an agreement with the Government of Indonesia. The Investor is an entity controlled by a minority shareholder of the Company.
As of July 31, 2016, the Investor had provided advances of $150,000 under this agreement. Under the terms of the agreement, the Company will provide the Investor with periodic budgets and documentation of expenses relating to the project. If anything is recovered from the project, the Company’s share will be split evenly with the Investor after expenses are reimbursed. If a contract with Indonesia is executed, it is likely that the contract will specify that the Company will have to split the proceeds of any recovery with Indonesia.
If a contract is not reached with Indonesia, the advances will be applied to any other contract that is executed by the Company. |
COMMON STOCK |
6 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 5. COMMON STOCK | In May 2016, the Company agreed to settle accrued expenses of $12,000 for the issuance of 1,200,000 shares of common stock, valued at $15,600 and agreed to issue 3,000,000 shares of common stock to its President in consideration of $30,000, valued at $39,000 in payments due to him. The Company recorded $12,600 loss as part of the settlement of payables.
In May 2016, the Company agreed to issue 800,000 shares of the Company’s common stock to a consultant for services. These shares were valued at $10,400 on the date of issuance. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES) |
6 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Summary Of Significant Accounting Policies Policies | |
| Basis of Presentation | These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year-end is January 31. |
| Interim Financial Statements | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's January 31, 2016 report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end, January 31, 2016, have been omitted. |
| Cash and Cash Equivalents | The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
| Basic and Diluted Loss Per Common Share | Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period after giving retroactive effect to the reverse and forward splits. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period after giving retroactive effect to the reverse and forward splits. Shares issuable under the convertible preferred stock were not included in the calculation of earnings per share because they would not have been dilutive. |
| Recently Issued Accounting Standards | There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position. |
| Subsequent Events | The Company has evaluated all transactions from July 31, 2016 through the financial statement issuance date for subsequent event disclosure consideration and has determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded. |
GOING CONCERN (Details Narrative) - USD ($) |
Jul. 31, 2016 |
Jan. 31, 2016 |
|---|---|---|
| Going Concern Details Narrative | ||
| Accumulated deficit | $ (723,807) | $ (616,751) |
ADVANCES (Details Narrative) |
6 Months Ended |
|---|---|
|
Jul. 31, 2016
USD ($)
| |
| Advances Details Narrative | |
| Contract advance received | $ 150,000 |