10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Quarterly Period Ended March 31, 2016

or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-202294

INTELLIGENT CLOUD RESOURCES, INC.

 (Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Intelligent Cloud Resources, Inc.

8717 N. Mattox Rd. C198

Kansas City, MO, 64154 

(Address of principal executive offices)(Zip Code)

(647) 478-6385

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐   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 ☐   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 “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	☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☒

As of May 16, 2016, the registrant had 6,000,000 shares of its common stock outstanding.

INTELLIGENT CLOUD RESOURCES, INC.

QUARTERLY REPORT ON FORM 10-Q

March 31, 2016

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II - OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosure	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
SIGNATURES		17

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Interim Financial Statements (Unaudited)

INTELLIGENT CLOUD RESOURCES INC.

For the three months ended March 31, 2016

1

INTELLIGENT CLOUD RESOURCES INC.

For the three months ended March 31, 2016

Financial Statements

Condensed Balance Sheets	3
Condensed Statements of Operations and Comprehensive Loss	4
Condensed Statements of Cash Flows	5
Notes to Condensed Financial Statements	6 - 9

2

INTELLIGENT CLOUD RESOURCES INC.

CONDENSED BALANCE SHEETS

As at March 31, 2016 and December 31, 2015

	2016			2015
	(Unaudited)			(Audited)
	$			$
CURRENT ASSETS
Cash		5,328			74,639
Total current assets		5,328			74,639
TOTAL ASSETS		5,328			74,639
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Due to a stockholder[Note 7]		6,819			4,849
Due to a related party [Note 7]		980			980
Accrued and other liabilities		24,684			76,331
Total current liabilities		32,483			82,160
Convertible promissory notes [Note 4]		92,997			92,569
Derivative liability [Note 5]		3,436			2,578
TOTAL LIABILITIES		128,916			177,307
STOCKHOLDERS' DEFICIENCY
Authorized:
7,500,000 common stock,  par value $0.001
Issued and outstanding:
6,000,000 common stock at $0.001 as at March 31, 2016 (December 31, 2015: 6,000,000) [Note 6]		6,000			6,000
Additional paid-in capital		12,162			12,162
Accumulated Deficit		(141,810	)		(120,811	)
Accumulated other comprehensive income		60			(19	)
Total stockholders' deficiency		(123,588	)		(102,668	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		5,328			74,639

Going concern (Note 2)

Subsequent events (Note 8)

See accompanying notes

3

INTELLIGENT CLOUD RESOURCES INC.

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

For the three months ended March 31, 2016 and 2015

	Three months			Three months
	ended			ended
	March 31, 2016			March 31, 2015
	$			$
REVENUE		900			—
EXPENSES
Legal fees		6,045			—
Salaries and wages		4,559			—
Audit and accounting fees		4,346			1,987
Other professional fees		2,708			1,118
Change in fair value of derivatives [Note 5]		858			—
Interest and bank charges		2,889			92
General Expenses		494			—
Total expenses		21,899			3,197
Net loss for the period before income taxes		(20,999	)		(3,197	)
Income taxes		—			—
Net loss for the period		(20,999	)		(3,197	)
Foreign currency translation adjustment		79			(5	)
COMPREHENSIVE LOSS		(20,920	)		(3,202	)
Loss per share, basic and diluted		(0.003	)		(0.002	)
Weighted average number of common stock outstanding, basic and diluted		6,000,000			1,500,000

See accompanying notes

4

INTELLIGENT CLOUD RESOURCES INC.

CONDENSED STATEMENT OF CASH FLOWS (Unaudited)

For the three months ended March 31, 2016 and 2015

	Three months			Three months
	ended			ended
	March 31, 2016			March 31, 2015
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		(20,999	)		(3,197	)
Interest expense - accretion of convertible notes		428			—
Change in fair value of derivatives		858			—
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(51,647	)		1,477
Net cash used in operating activities		(71,360	)		(1,720	)
INVESTING ACTIVITIES
Due from shareholders		—			1,773
Net cash provided by investing activities		—			1,773
CASH FLOWS FROM FINANCING ACTIVITIES
Due to a shareholder		1,970			—
Net cash provided by financing activities		1,970			—
Net (decrease) increase in cash during the period		(69,390	)		53
Effect of foreign currency translation		79			(5	)
Cash, beginning of the period		74,639			991
Cash, end of the period		5,328			1,039
Supplemental disclosure of cash flow information
Non-cash investing and financing
Issuance of shares against due from shareholders		—			—

See accompanying notes

5

INTELLIGENT CLOUD RESOURCES INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

1. NATURE OF OPERATIONS

Intelligent Cloud Resources Inc. (the “Company”) was incorporated on March 27, 2014 in the state of Nevada. The Company is engaged in providing IT solutions and Cloud based services. The Company’s principal place of business is located at 8717 N. Mattox Rd., C198, Kansas City, MO 64154.

2. GOING CONCERN

These condensed interim financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these condensed interim financial statements.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed interim financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2015.

The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar.

Use of Estimates

The preparation of the condensed interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include accruals, going concern assessment and valuation allowance for deferred tax asset. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

6

INTELLIGENT CLOUD RESOURCES INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

Reclassification of comparative figures

Certain of the prior period figures have been reclassified to align with Management’s current view of the Company’s operations.

Recently Issued Accounting Standards

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

4. CONVERTIBLE PROMISSORY NOTES

During the year ended December 31, 2015, the Company entered into unsecured convertible promissory note agreements (the “Agreements”) with certain investors (referred to as the "the Holders" or “Mini Investors”), whereby the Company issued Convertible Notes (the “Convertible Notes" or “Notes”) in various principal amounts. The notes bear an interest rate of 10% per annum. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of the Company's common stock.

The key terms/features of the Mini Investors Convertible Notes are as follows:

1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non–assessable shares of Common Stock (par value $.0001).

2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low VWAP (default condition).

3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%.

4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes.

5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate.

No conversions occurred and no notes were redeemed in the three months’ period ended March 31, 2016 (2015: nil).

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INTELLIGENT CLOUD RESOURCES INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

4. CONVERTIBLE PROMISSORY NOTES (continued)

Outstanding convertible promissory notes as at March 31, 2016 are as follows:

Promissory notes issued during Q4 2015	$	95,000
Discount recognized due to embedded derivatives		(2,467	)
Accretion on notes for Q4 2015		36
Accretion on notes for Q1 2016		428
Accreted value of notes as at March 31, 2016		92,997

The embedded conversion features and reset feature in the notes were accounted for as a derivative liability based on FASB guidance (also refer note 5).

The details of the convertible promissory notes issued are as follows:

Issue date	Maturity date	Note amount $		Interest rate per annum	Conversion rate
December 8, 2015	May 8, 2017		25,000	10%	Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition)
December 30, 2015	May 31, 2017		70,000	10%	Fixed conversion price $0.50 or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition
			95,000

Interest expense for the three months’ period ended March 31, 2016 recognized on these convertible promissory notes amounts to $2,368 (2015: nil) included in interest and bank charges in the statements of operations.

5. DERIVATIVE LIABILITIES

Debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The fair value of the Convertible Notes embedded derivatives as of issuance, conversion, redemption, and the valuation date are as follows:

Issue/valuation date	Dec 31, 2015		Mar 31, 2015
Notes face value	$	95,000	$	95,000
Derivative value on issuance		2,578		3,436
Change in fair value during the quarter				858

8

INTELLIGENT CLOUD RESOURCES INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

5. DERIVATIVE LIABILITIES (continued)

A multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions:

Assumptions	March 31, 2016
Dividend yield		0.00	%
Risk-free rate for term		0.65	%
Volatility		182.5	%
Maturity dates		1.10-1.17 years
Stock Price		0.15

6. STOCKHOLDERS’ EQUITY

COMMON STOCK - AUTHORIZED

As at March 31, 2016, the Company is authorized to issue 7,500,000 shares of common stock, with par value of $0.001.

COMMON STOCK - ISSUED AND OUTSTANDING

At March 31, 2016, there were 6,000,000 shares of common stock issued and outstanding (December 31, 2015 - 6,000,000).

No shares were issued during the three months period ended March 31, 2016.

7. RELATED PARTY TRANSACTIONS AND BALANCES

Transactions are considered to be related party transactions if management has the ability to exercise significant control through its ownership of shares and presence on the board of directors. Transactions with related parties are in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. The amounts due to a stockholder and a related party are unsecured, non-interest bearing and are repayable on demand.

8. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events up to May 16, 2016, the date the unaudited condensed interim financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no material subsequent events to report.

9

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

The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of  Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Quarterly Report.

US Dollars are denoted herein by “USD”, "$" and "dollars".

Overview

Intelligent Cloud Resources Inc. (“Intelligent Cloud”) was incorporated on March 27, 2014 under the laws of the State of Nevada as a development stage company. The Company aims to offer cloud enabler and cloud broker services to small and medium sized organizations in Canada and plans to expand to such organizations in the United States in the future. The Company has a strong development team who can build all types of applications on cloud computing and can perform cloud enabler and cloud broker services. Intelligent Cloud Resources will help businesses to break away all of the barriers associated with installing software on to physical hardware by making the software available from anywhere on the globe. For those enterprises that have security concerns for deploying their applications on a public cloud, the Company can also build a private cloud accessible to only those persons who work within the organization.

As of the date of this prospectus, neither our website nor any other application has been developed to the point that we can describe specifically its nature or its scope. We have started generating minimal revenue and anticipate an increase in revenue from the sale of our cloud services to companies. Specifically, Intelligent Cloud plans to offer the best quality cloud computing services to the SME (small and medium-sized enterprises) sector of Canada for a monthly service charge and eventually expand such services to this sector in the United States.

10

As of the date of this prospectus, the amounts of the prices for our range from $500 and up depending on the complexity of the software. As our platform and services are developed, we will adjust the prices based upon our costs, the prices of competing services and the terms of the contract with our clients.

We have limited operational history. We have not yet generated significant revenue and we continue to incur substantial operating loss and an accumulated deficit. These conditions raise substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, our cloud services, website and other applications, and ultimately, achieve profitable operations.

We are currently a development stage company and have just started generating minimal revenue. We do not currently engage in significant business activities that provide cash flow. The contracts we have secured are expected to be an assessment of our current capabilities and will help us determine factors such as how many hours are put in and whether or not we should adjust our prices accordingly. These contracts are still in progress, and are proving to be beneficial and informative experiences. We may require additional capital to implement our business and fund our operations. See “Management’s Discussion and Analysis” on page 10.

The Company’s fiscal year end is December 31. The Company’s principal executive office and mailing address is 8717 N. Mattox Rd., C198, Kansas City, MO 64154. Our telephone number is (647)478-6385.

Our Business

Plan of Operations

Intelligent Cloud has not had significant revenues generated from its business operations since inception. Intelligent Cloud expects that the revenues generated from its business for the next 12 months will not be enough for its required working capital. Until Intelligent Cloud is able to generate any consistent and significant revenue it may be required to raise additional funds by way of equity or debt financing.

At any phase, if Intelligent Cloud finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operations. If Intelligent Cloud cannot raise the capital to proceed it may have to suspend operations until it has sufficient capital. Intelligent Cloud expects to raise the required funds for the next 12 months with equity or debt financing.

During the next 12 months, management anticipates spending approximately $420,000 on the development, marketing and sales of the Technology. Intelligent Cloud anticipates a product launch in 2016.

The estimated breakdown is as follows:

Purpose	Amount
Payroll	$	180,000
Research and Development	$	28,000
Marketing	$	57,000
Professional and Consulting Fees	$	50,000
Office Lease Expenses	$	30,000
Travel Expenses	$	20,000
Management and Operational Costs	$	30,000
Miscellaneous Costs	$	25,000
Total	$	420,000

11

Results of Operations – Three months ended March 31, 2016 and 2015 

A summary of our operations for the three months ended March 31, 2016 and 2015 is as follows:

	Three Months Ended March 31, 2016		Three Months Ended March 31, 2015
Revenue	$	900	$	-
Professional Fees		13,099		3,105
Salaries and wages		4,559		-
Interest and Bank Charges		2,889		92
Change in fair value of derivatives		858
General expenses		494		-
Total Operating Expenses		21,899		3,197
Net Loss	$	20,999	$	3,197

Revenue

The Company has not conducted any active operations since inception. Minimal revenue has been generated by the Company from March 27, 2014 (Inception) to March 31, 2016. The Company's 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. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Expenses

Total operating expenses for the three months ended March 31, 2016 were $21,899. These mainly comprised legal fee amounting to $6,045, bookkeeping and review fee amounting to $4,346, edgarization fee amounting to $2,708, all included in Professional Fees above, along with salaries and wages amounting to $4,559 and interest and bank charges amounting to $2,889.

Total operating expenses for the three months ended March 31, 2015 were $3,197. These mainly comprised review fee amounting to $1,987 and edgarization fee amounting to $1,118.

Operating expenses are higher in the three months ended March 31, 2016 because of the legal expenses in relation to the initial filings, salaries and wages which were not booked in the comparative three months, fee for bookkeeping and derivative valuation services which were not required in the comparative three months.

The Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations, and it does not have a significant source of revenue. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

Net Losses

For the three months ended March 31, 2016 and 2015, the Company had a net loss of $20,999 ($20,920 with foreign currency translation adjustment of ($79)) and $3,197 ($3,202 with foreign currency translation adjustment of $5) respectively.

Liquidity and Capital Resources

As of March 31, 2016, the Company had cash of $5,328. The Company’s current liabilities as of March 31, 2016 were $32,483, which was comprised of accrued and other liabilities amounting to $24,684, $6,819 due to a shareholder and $980 due to a related party. As at March 31, 2016, the Company had a working capital deficit of $27,155.

12

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2016 and for the three months ended March 31, 2015:

	For the three months ended March 31, 2016 $			For the three months ended March 31, 2015 $
Net Cash used in Operating Activities		(71,360	)		(1,720	)
Net Cash provided by Investing Activities		-			1,773
Net Cash provided by Financing Activities		1,970			-
Net (decrease) increase in Cash and Cash Equivalents		(69,390	)		53

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Going Concern

Our financial statements have been prepared on a going concern basis. As of March 31, 2016, we have not generated significant revenues since inception.  We expect to finance our operations primarily through our existing cash, our operations and any future financing.  However, there exists substantial doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, our auditor has substantial doubt as to our ability to continue as a going concern. Our ability to complete additional offerings is dependent on the state of the debt and/or equity markets at the time of any proposed offering, and such market’s reception of the Company and the offering terms. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

13

Critical Accounting Policies and Estimates

Basis of Presentation

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the SEC. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Our financial statements do not include any comparative information as there were no significant transactions for the three months ended March 31, 2016.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three months ended March 31, 2016.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the three months ended March 31, 2016. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

14

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding financial disclosure.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of September 30, 2015 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

15

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

Not required 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.

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

16

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.

Date: May 16, 2016

Intelligent Cloud Resources, Inc.

/s/ Fatima Khan

Name: Fatima Khan

Chief Executive Officer

(Principal Executive Officer)

/s/ Rehan Saeed

Name: Rehan Saeed

Chief Financial Officer

(Principal Financial Officer)

17

EX-31.1

Exhibit 31.1

CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Fatima Khan that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Intelligent Cloud Resources Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	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 13-a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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;
(b)	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 principals;
(c)	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
(d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter 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):
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2016

/s/ Fatima Khan

Fatima Khan

Chief Executive Officer

(Principal Executive Officer )

EX-31.2

Exhibit 31.2

CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Rehan Saeed that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Intelligent Cloud Resources Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	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 13-a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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;
(b)	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 principals;
(c)	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
(d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter 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):
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2016

/s/ Rehan Saeed

Rehan Saeed

Chief Financial Officerr

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE 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 Intelligent Cloud Resources Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Fatima Khan, Chief Executive Officer of the Company, certifies , pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that: 

1.	The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Quarterly Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2016
By:	/s/ Fatima Khan
	Fatima Khan Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF

PRINCIPAL 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 Intelligent Cloud Resources Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Rehan Saeed, Chief Financial Officer of the Company, certifies , pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that: 

1.	The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Quarterly Report, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2016
By:	/s/ Rehan Saeed
	Rehan Saeed Chief Financial Officer
	(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 16, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	INTELLIGENT CLOUD RESOURCES INC.
Entity Central Index Key	0001634912
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,000,000

XML

Condensed Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 5,328	$ 74,639
Total current assets	5,328	74,639
TOTAL ASSETS	5,328	74,639
CURRENT LIABILITIES
Due to a stockholder[Note 7]	6,819	4,849
Due to a related party [Note 7]	980	980
Accrued and other liabilities	24,684	76,331
Total current liabilities	32,483	82,160
Convertible promissory notes [Note 4]	92,997	92,569
Derivative liability [Note 5]	3,436	2,578
TOTAL LIABILITIES	128,916	177,307
STOCKHOLDERS' DEFICIENCY
Authorized: 7,500,000 common stock, par value $0.001 Issued and outstanding: 6,000,000 common stock at $0.001 as at March 31, 2016 (December 31, 2015: 6,000,000) [Note 6]	6,000	6,000
Additional paid-in capital	12,162	12,162
Accumulated Deficit	(141,810)	(120,811)
Accumulated other comprehensive income	60	(19)
Total stockholders' deficiency	(123,588)	(102,668)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 5,328	$ 74,639

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	7,500,000	7,500,000
Common stock, shares issued	6,000,000	6,000,000
Common stock, shares outstanding	6,000,000	6,000,000

XML

Condensed Statement of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
REVENUE	$ 900
EXPENSES
Legal fees	6,045
Salaries and wages	4,559
Audit and accounting fees	4,346	$ 1,987
Other professional fees	2,708	$ 1,118
Change in fair value of derivatives [Note 5]	858
Interest and bank charges	2,889	$ 92
General Expenses	494
Total expenses	21,899	$ 3,197
Net loss for the period before income taxes	$ (20,999)	$ (3,197)
Income taxes
Net loss for the period	$ (20,999)	$ (3,197)
Foreign currency translation adjustment	79	(5)
COMPREHENSIVE LOSS	$ (20,920)	$ (3,202)
Loss per share, basic and diluted	$ (0.003)	$ (0.002)
Weighted average number of common stock outstanding, basic and diluted	6,000,000	1,500,000

XML

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (20,999)	$ (3,197)
Interest expense - accretion of convertible notes	428
Change in fair value of derivatives	858
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	(51,647)	$ 1,477
Net cash used in operating activities	$ (71,360)	(1,720)
INVESTING ACTIVITIES
Due from shareholders		1,773
Net cash provided by investing activities		$ 1,773
CASH FLOWS FROM FINANCING ACTIVITIES
Due to a shareholder	$ 1,970
Net cash provided by financing activities	1,970
Net (decrease) increase in cash during the period	(69,390)	$ 53
Effect of foreign currency translation	79	(5)
Cash, beginning of the period	74,639	991
Cash, end of the period	$ 5,328	$ 1,039
Non-cash investing and financing
Issuance of shares against due from shareholders

XML

Nature of Operations

3 Months Ended

Mar. 31, 2016

Nature of Operations [Abstract]

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

Intelligent Cloud Resources Inc. (the “Company”) was incorporated on March 27, 2014 in the state of Nevada. The Company is engaged in providing IT solutions and Cloud based services. The Company’s principal place of business is located at 8717 N. Mattox Rd., C198, Kansas City, MO 64154.

XML

Going Concern

3 Months Ended

Mar. 31, 2016

Going Concern [Abstract]

GOING CONCERN

2. GOING CONCERN

These condensed interim financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these condensed interim financial statements.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2016

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed interim financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2015.

The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar.

Use of Estimates

The preparation of the condensed interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include accruals, going concern assessment and valuation allowance for deferred tax asset. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

Reclassification of comparative figures

Certain of the prior period figures have been reclassified to align with Management’s current view of the Company’s operations.

Recently Issued Accounting Standards

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

XML

Convertible Promissory Notes

3 Months Ended

Mar. 31, 2016

Convertible Promissory Notes [Abstract]

CONVERTIBLE PROMISSORY NOTES

4. CONVERTIBLE PROMISSORY NOTES

During the year ended December 31, 2015, the Company entered into unsecured convertible promissory note agreements (the “Agreements”) with certain investors (referred to as the "the Holders" or “Mini Investors”), whereby the Company issued Convertible Notes (the “Convertible Notes" or “Notes”) in various principal amounts. The notes bear an interest rate of 10% per annum. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of the Company's common stock.

The key terms/features of the Mini Investors Convertible Notes are as follows:

1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non–assessable shares of Common Stock (par value $.0001).

2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low VWAP (default condition).

3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%.

4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes.

5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate.

No conversions occurred and no notes were redeemed in the three months’ period ended March 31, 2016 (2015: nil).

Outstanding convertible promissory notes as at March 31, 2016 are as follows:

Promissory notes issued during Q4 2015	$	95,000
Discount recognized due to embedded derivatives		(2,467	)
Accretion on notes for Q4 2015		36
Accretion on notes for Q1 2016		428
Accreted value of notes as at March 31, 2016		92,997

The embedded conversion features and reset feature in the notes were accounted for as a derivative liability based on FASB guidance (also refer note 5).

The details of the convertible promissory notes issued are as follows:

Issue date	Maturity date	Note amount $		Interest rate per annum	Conversion rate
December 8, 2015	May 8, 2017		25,000	10%	Fixed conversion price $0.50;  or lessor of fixed conversion  price $0.25 and 100% of 10 TD low  VWAP (default condition)
December 30, 2015	May 31, 2017		70,000	10%	Fixed conversion price $0.50  or lessor of fixed conversion  price $0.25 and 100% of 10 TD low  VWAP (default condition
			95,000

Interest expense for the three months’ period ended March 31, 2016 recognized on these convertible promissory notes amounts to $2,368 (2015: nil) included in interest and bank charges in the statements of operations.

XML

Derivative Liabilities

3 Months Ended

Mar. 31, 2016

Derivative Liabilities [Abstract]

DERIVATIVE LIABILITIES

5. DERIVATIVE LIABILITIES

Debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The fair value of the Convertible Notes embedded derivatives as of issuance, conversion, redemption, and the valuation date are as follows:

Issue/valuation date	Dec 31, 2015		Mar 31, 2015
Notes face value	$	95,000	$	95,000
Derivative value on issuance		2,578		3,436
Change in fair value during the quarter				858

A multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions:

Assumptions	March 31, 2016
Dividend yield		0.00	%
Risk-free rate for term		0.65	%
Volatility		182.5	%
Maturity dates		1.10-1.17 years
Stock Price		0.15

XML

Stockholders' Equity

3 Months Ended

Mar. 31, 2016

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

6. STOCKHOLDERS’ EQUITY

COMMON STOCK - AUTHORIZED

As at March 31, 2016, the Company is authorized to issue 7,500,000 shares of common stock, with par value of $0.001.

COMMON STOCK - ISSUED AND OUTSTANDING

At March 31, 2016, there were 6,000,000 shares of common stock issued and outstanding (December 31, 2015 - 6,000,000).

No shares were issued during the three months period ended March 31, 2016.

XML

Related Party Transactions and Balances

3 Months Ended

Mar. 31, 2016

Related Party Transactions and Balances [Abstract]

RELATED PARTY TRANSACTIONS AND BALANCES

7. RELATED PARTY TRANSACTIONS AND BALANCES

Transactions are considered to be related party transactions if management has the ability to exercise significant control through its ownership of shares and presence on the board of directors. Transactions with related parties are in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. The amounts due to a stockholder and a related party are unsecured, non-interest bearing and are repayable on demand.

XML

Subsequent Events

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events up to May 16, 2016, the date the unaudited condensed interim financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no material subsequent events to report.

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2016

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed interim financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2015.

The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar.

Use of Estimates

Use of Estimates

The preparation of the condensed interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include accruals, going concern assessment and valuation allowance for deferred tax asset. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

Reclassification of comparative figures

Reclassification of comparative figures

Certain of the prior period figures have been reclassified to align with Management’s current view of the Company’s operations.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

XML

Convertible Promissory Notes (Tables)

3 Months Ended

Mar. 31, 2016

Convertible Promissory Notes [Abstract]

Schedule of convertible promissory notes

Promissory notes issued during Q4 2015	$	95,000
Discount recognized due to embedded derivatives		(2,467	)
Accretion on notes for Q4 2015		36
Accretion on notes for Q1 2016		428
Accreted value of notes as at March 31, 2016		92,997

Schedule of convertible promissory notes issued

Issue date	Maturity date	Note amount $		Interest rate per annum	Conversion rate
December 8, 2015	May 8, 2017		25,000	10%	Fixed conversion price $0.50;  or lessor of fixed conversion  price $0.25 and 100% of 10 TD low  VWAP (default condition)
December 30, 2015	May 31, 2017		70,000	10%	Fixed conversion price $0.50  or lessor of fixed conversion  price $0.25 and 100% of 10 TD low  VWAP (default condition
			95,000

XML

Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2016

Derivative Liabilities [Abstract]

Schedule of fair value of convertible notes embedded derivatives

Issue/valuation date	Dec 31, 2015		Mar 31, 2015
Notes face value	$	95,000	$	95,000
Derivative value on issuance		2,578		3,436
Change in fair value during the quarter				858

Schedule of convertible notes embedded derivatives

Assumptions	March 31, 2016
Dividend yield		0.00	%
Risk-free rate for term		0.65	%
Volatility		182.5	%
Maturity dates		1.10-1.17 years
Stock Price		0.15

XML

Convertible Promissory Notes (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Convertible Promissory Notes [Abstract]
Promissory notes issued during Q4 2015	$ 95,000	$ 95,000
Discount recognized due to embedded derivatives	(2,467)
Accretion on notes for Q4 2015	36
Accretion on notes for Q1 2016	428
Accreted value of notes as at March 31, 2016	$ 92,997

XML

Convertible Promissory Notes (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Note amount	$ 95,000	$ 95,000
Convertible Debt One [Member]
Debt Instrument [Line Items]
Issue date	Dec. 08, 2015
Maturity date	May 08, 2017
Note amount	$ 25,000
Interest rate per annum	10.00%
Conversion rate	Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition)
Convertible Debt Two [Member]
Debt Instrument [Line Items]
Issue date	Dec. 30, 2015
Maturity date	May 31, 2017
Note amount	$ 70,000
Interest rate per annum	10.00%
Conversion rate	Fixed conversion price $0.50 or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition

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Convertible Promissory Notes (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Convertible Promissory Notes (Textual)
Beneficial ownership and affiliates percentage			9.99%
Convertible notes, description			1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non assessable shares of Common Stock (par value $.0001). 2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low VWAP (default condition). 3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%. 4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes. 5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate.
Interest expense	$ 2,368

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Derivative Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Derivative Liabilities [Abstract]
Notes face value	$ 95,000	$ 95,000
Derivative value on issuance	3,436	$ 2,578
Change in fair value during the quarter	$ 858

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Derivative Liabilities (Details 1)	3 Months Ended
	Mar. 31, 2016 $ / shares
Derivative Liabilities [Line Items]
Dividend yield	0.00%
Risk-free rate for term	0.65%
Volatility	182.50%
Stock Price	$ 0.046
Maximum [Member]
Derivative Liabilities [Line Items]
Maturity dates	1 year 2 months 1 day
Minimum [Member]
Derivative Liabilities [Line Items]
Maturity dates	1 year 1 month 6 days

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Stockholders' Equity (Details) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Stockholders' Equity (Textual)
Common stock, shares authorized	7,500,000	7,500,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	6,000,000	6,000,000
Common stock, shares outstanding	6,000,000	6,000,000