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 June 30, 2017
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 Emerging growth company |
☒ ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
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 August 11, 2017, the registrant had 93,522,660 shares of its common stock outstanding.
INTELLIGENT CLOUD RESOURCES, INC.
QUARTERLY REPORT ON FORM 10-Q
June 30, 2017
TABLE OF CONTENTS
| PAGE | ||
| PART I - FINANCIAL INFORMATION | 4 | |
| Item 1. | Financial Statements (Unaudited) | 4 |
| 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 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Financial Statements
INTELLIGENT CLOUD RESOURCES INC.
For the three and six months ended June 30, 2017
| 3 |
INTELLIGENT CLOUD RESOURCES INC.
For the three and six months ended June 30, 2017
Financial Statements
Unaudited Balance Sheets |
5 |
Unaudited Statements of Operations and Comprehensive Loss |
6 |
Unaudited Statements of Cash Flows |
7 |
Notes to Unaudited Financial Statements |
8 - 9 |
| 4 |
INTELLIGENT CLOUD RESOURCES INC.
BALANCE SHEETS
(Unaudited)
| June 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| $ | $ | |||||||
| CURRENT ASSETS | ||||||||
| Cash | 513 | 27,643 | ||||||
| Prepaid expenses [Note 5] | 95,307 | 90,090 | ||||||
| Total current assets | 95,820 | 117,733 | ||||||
| TOTAL ASSETS | 95,820 | 117,733 | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Due to a related party [Note 5] | 64,504 | 1,797 | ||||||
| Cash advances for shares to be issued [Note 4] | — | 14,978 | ||||||
| Accrued and other liabilities | 33,846 | 60,570 | ||||||
| Total current liabilities | 98,350 | 77,345 | ||||||
| TOTAL LIABILITIES | 98,350 | 77,345 | ||||||
| STOCKHOLDERS’ DEFICIENCY | ||||||||
| Authorized: | ||||||||
| 100,000,000 common stock, par value $0.001 | ||||||||
| Issued and outstanding: | ||||||||
| 93,522,660 common stock at $0.001 as at June 30, 2017 (December 31, 2016: 92,279,327) [Note 4] | 93,522 | 92,279 | ||||||
| Additional paid-in capital | 613,092 | 427,835 | ||||||
| Accumulated Deficit | (709,182 | ) | (479,795 | ) | ||||
| Accumulated other comprehensive income | 38 | 69 | ||||||
| Total stockholders’ deficiency | (2,530 | ) | 40,388 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | 95,820 | 117,733 | ||||||
See accompanying notes
| 5 |
INTELLIGENT CLOUD RESOURCES INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months ended | Three Months ended | Six Months ended | Six Months ended | |||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| REVENUE | — | — | — | 900 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Advertising and Promotion [Note 5] | 90,400 | — | 146,335 | — | ||||||||||||
| Marketing expense | 774 | — | 7,207 | — | ||||||||||||
| Legal fees | 3,360 | — | 8,880 | 6,045 | ||||||||||||
| Management fees | 19,500 | 4,500 | 39,000 | 9,059 | ||||||||||||
| Audit and accounting fees | 2,003 | 3,262 | 6,977 | 7,608 | ||||||||||||
| Other professional fees | 7,634 | 2,766 | 20,264 | 5,474 | ||||||||||||
| General Expenses | — | — | — | 494 | ||||||||||||
| Total Operating Expenses | 123,671 | 10,528 | 228,663 | 28,680 | ||||||||||||
| Loss from operations | (123,671 | ) | (10,528 | ) | (228,663 | ) | (27,780 | ) | ||||||||
| Other Income (expense) | ||||||||||||||||
| Interest and bank charges | 335 | 2,921 | 724 | 5,810 | ||||||||||||
| Gain (loss) change in fair value of derivative liabilities | — | 11,893 | — | 12,751 | ||||||||||||
| Loss of conversion of debt | — | — | — | — | ||||||||||||
| Total other (expenses) | 335 | 14,814 | 724 | 18,561 | ||||||||||||
| Income taxes | — | — | — | — | ||||||||||||
| Net loss | (124,006 | ) | (25,342 | ) | (229,387 | ) | (46,341 | ) | ||||||||
| Foreign currency translation adjustment | 105 | (19 | ) | (30 | ) | 98 | ||||||||||
| COMPREHENSIVE LOSS | (123,901 | ) | (25,361 | ) | (229,417 | ) | (46,243 | ) | ||||||||
| Loss per share, basic and diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
| Weighted average number of common stock outstanding, basic and diluted | 93,522,660 | 90,000,000 | 93,237,651 | 90,000,000 | ||||||||||||
See accompanying notes
| 6 |
INTELLIGENT CLOUD RESOURCES INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months ended | Six Months ended | |||||||
| June 30, | June 30, | |||||||
| 2017 | 2016 | |||||||
| $ | $ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | (229,387 | ) | (46,341 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Amortization of debt discount | — | 856 | ||||||
| (Gain) Loss on change in fair value of derivatives | — | 12,751 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (5,217 | ) | — | |||||
| Accounts payable and accrued liabilities | (26,702 | ) | (47,622 | ) | ||||
| Due to a related party | 62,707 | — | ||||||
| Net cash used in operating activities | (198,599 | ) | (80,356 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of stock / stock subscriptions | 171,500 | 3,985 | ||||||
| Due to a stockholder | — | 1,970 | ||||||
| Net cash provided by financing activities | 171,500 | 5,955 | ||||||
| Net (decrease) increase in cash during the year/period | (27,099 | ) | (74,401 | ) | ||||
| Effect of foreign currency translation | (31 | ) | 98 | |||||
| Supplemental Disclosure: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes | $ | — | $ | — | ||||
| Cash, beginning of the period | 27,643 | 74,639 | ||||||
| Cash, end of the period | 513 | 336 | ||||||
| Non Cash Transactions | ||||||||
| Stock issued for advance | 15,000 | — | ||||||
See accompanying notes
| 7 |
INTELLIGENT CLOUD RESOURCES INC.
NOTES TO 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, Cloud based and telecommunication services. The Company’s principal place of business is located at 6418 Ambrosia Dr. Suite 5301 San Diego, California.
| 2. | GOING CONCERN |
These unaudited interim financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and has not yet established a history of revenue producing activities which raises substantial doubt about its ability to continue as a going concern. 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 interim financial statements.
These interim 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 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 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 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, 2017 or for any other interim period. The unaudited 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, 2016.
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 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 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
| 8 |
| 4. | STOCKHOLDERS’ EQUITY |
COMMON STOCK - AUTHORIZED
As at June 30, 2017, the Company is authorized to issue 100,000,000 shares of common stock, with par value of $0.001.
COMMON STOCK - ISSUED AND OUTSTANDING
During the six month period ended June 30, 2017, the Company issued 1,243,333 shares of common stock, including 1,143,333 shares for $171,500 in cash to investors in a private placement and 100,000 shares against $15,000 cash advances received during the fiscal year ended December 31, 2016.
As of June 30, 2017, there were 93,522,660 shares of common stock issued and outstanding (December 31, 2016 - 92,279,327).
As of June 30, 2017, the Company has no cash advances for common shares to be issued (December 31, 2016 - $14,978)
| 5. | 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 shareholders and other related party are unsecured, non-interest bearing and are payable on demand.
As of February 2017, Christopher Pay has been appointed Director of the Company. Christopher Pay is also the CEO of Mobile Lads and 2440499 Ontario Inc is a wholly owned subsidiary of Mobile Lads. Prepaid expenses include $90,090 for purchase of inventory (December 31, 2016 - $90,090).
There were also advertising and promotion expenses of $146,335 related to payments made to Mobile Lads and 2440499 Ontario Inc under agreements.
As of June 30, 2017, the balance due to related party is $64,504 (December 31, 2016 - $1,797). Of the total balance due to related party, $ 1,797 is due to Mobile Lads (December 31, 2016 - $ 1,797) and $ 62,707 is due to 2440499 Ontario Inc (December 31, 2016 - $ 0). The amounts payable are due on demand and non-interest bearing.
There is no rent paid and rent is offered for free by the CEO of the Company
| 6. | SUBSEQUENT EVENTS |
As of August 11, 2017, expenses paid on behalf of the Company by the CEO of the Company amount to $ 489. The amounts borrowed are due on demand and non-interest bearing.
| 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 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.
Currently, 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 report, 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.
On July 21, 2017, Rehan Saeed and Fatima Khan resigned as officers and directors of Intelligent Cloud Resources, Inc. (the “Company”), effective immediately. On July 21, 2017, Michael Anthony Paul accepted the appointment by the Board of Directors as a member of the Board of Directors. On July 21, 2017, the Board of Directors of the Company resolved to appoint Mr. Paul as a member to the Board of Directors of the Company.
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
The Company intends to offer cloud-enabler and cloud broker services mainly to small and medium sized organizations in Canada. The Company plans to hire 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 also plans to build a private cloud accessible to only those persons who work within the organization. The launch of the Fonia “All Access Mobile” platform will be a powerful consumer oriented addition to Intelligent Cloud Resources’ product offering.
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 2017.
| 11 |
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 | ||
Results of Operations – Three and Six months ended June 30, 2017 and 2016
A summary of our operations for the six months ended June 30, 2017 and 2016 is as follows:
| Six months ended June 30, 2017 | Six months ended June 30, 2016 | |||||||
| Revenue | $ | - | $ | 900 | ||||
| Advertising and Promotion | 146,335 | - | ||||||
| Professional Fees | 36,351 | 19,127 | ||||||
| Salaries and wages | 39,000 | 9,059 | ||||||
| Interest and Bank Charges | 724 | 5,810 | ||||||
| Change in fair value of derivatives | - | 12,751 | ||||||
| General expenses | - | 494 | ||||||
| Total Operating Expenses | 228,663 | 28,680 | ||||||
| Net Loss | $ | 228,663 | $ | 27,780 | ||||
Revenue
The Company has conducted minimal operations since inception. Minimal revenue has been generated by the Company from March 27, 2014 (Inception) to June 30, 2017. 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 and six months ended June 30, 2017 were $123,671 and $228,663 respectively.
Operating expenses for the three months ended June 30, 2017 were mainly comprised of Advertising and Promotion $90,400, $19,500 of management fees, audit and accounting fees amounting to $2,003, and other professional fees of $7,634.
Total operating expenses for the six months ended June 30, 2017 were $228,663. These mainly comprised of advertising and promotion fees of $146,335, legal fee amounting to $8,880, other professional fee amounting to $20,264 and management fees of $39,000.
Total operating expenses for the three and six months ended June 30, 2016 were $10,528 and $28,680 respectively.
Operating expenses for the three months ended June 30, 2016 mainly comprised, bookkeeping and review fee amounting to $3,262, and other filing and edgarization fee amounting to $2,766, salaries and wages amounting to $4,500.
Operating expenses for the six months ended June 30, 2016 mainly comprised legal fee amounting to $6,045, bookkeeping and review fee amounting to $7,608 and other filing and edgarization fee amounting to $5,474, all included in Professional Fees above, along with salaries and wages amounting to $9,059.
| 12 |
Operating expenses are higher in the six months ended June 30, 2017 because of the increase in advertising and promotion.
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.
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 six months ended June 30, 2017 and 2016, the Company had a net loss of $229,387 and $46,341, respectively.
Liquidity and Capital Resources
As of June 30, 2017, the Company had cash of $513. The Company’s liabilities as of June 30, 2017 were $98,350, which comprised accrued liabilities amounting to $33,846, and $64,504 due to related parties. As at June 30, 2017, the Company had a working capital deficit of $2,530.
The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the half year ended June 30, 2017:
| For the half year ended June 30, 2017 $ | For the half year ended June 30, 2016 $ | |||||||
| Net Cash (Used in) Operating Activities | (198,599 | ) | (80,356 | ) | ||||
| Net Cash Used In Investing Activities | - | - | ||||||
| Net Cash Provided by Financing Activities | 171,500 | 5,955 | ||||||
| Net (Decrease) Increase in Cash and Cash Equivalents | (27,121 | ) | (74,401 | ) | ||||
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.
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.
| 13 |
Going Concern
Our financial statements have been prepared on a going concern basis. As of June 30, 2017, 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.
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 six months ended June 30, 2017.
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.
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 six months ended June 30, 2017.
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 six months ended June 30, 2017. Actual results could differ from those estimates made by management.
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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.
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 June 30, 2017 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 during the six month ended June 30, 2017 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.
| 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: August 14, 2017
| Intelligent Cloud Resources, Inc. | |
| /s/ Michael Anthony Paul | |
| Name: Michael Anthony Paul | |
| Chief Executive Officer | |
| (Principal Executive
Officer and Principal Financial Officer) |
17
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, Michael Anthony Paul 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: August 14, 2017 | |
| /s/ Michael Anthony Paul | |
|
Michael Anthony Paul Chief Executive Officer |
|
| (Principal Executive Officer ) |
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, Michael Anthony Paul 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: August 14, 2017 | |
| /s/ Michael Anthony Paul | |
| Michael Anthony Paul | |
| Chief Financial Officerr | |
| (Principal Financial Officer) |
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 June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Michael Anthony Paul, 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: August 14, 2017 | ||
| By: | /s/ Michael Anthony Paul | |
|
Michael Anthony Paul Chief Executive Officer |
||
| (Principal Executive Officer) | ||
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 June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Michael Anthony Paul, 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: August 14, 2017 | ||
| By: | /s/ Michael Anthony Paul | |
|
Michael Anthony Paul Chief Financial Officer |
||
| (Principal Financial Officer) | ||
Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2017 |
Aug. 11, 2017 |
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | INTELLIGENT CLOUD RESOURCES INC. | |
| Entity Central Index Key | 0001634912 | |
| Trading Symbol | ITLL | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 30, 2017 | |
| Document Fiscal Year Focus | 2017 | |
| Document Fiscal Period Focus | Q2 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 93,522,660 |
Balance Sheets (Unaudited) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
|---|---|---|
| CURRENT ASSETS | ||
| Cash | $ 513 | $ 27,643 |
| Prepaid expenses [Note 5] | 95,307 | 90,090 |
| Total current assets | 95,820 | 117,733 |
| TOTAL ASSETS | 95,820 | 117,733 |
| CURRENT LIABILITIES | ||
| Due to a related party [Note 5] | 64,504 | 1,797 |
| Cash advances for shares to be issued [Note 4] | 14,978 | |
| Accrued and other liabilities | 33,846 | 60,570 |
| Total current liabilities | 98,350 | 77,345 |
| TOTAL LIABILITIES | 98,350 | 77,345 |
| STOCKHOLDERS' DEFICIENCY | ||
| Authorized: 100,000,000 common stock, par value $0.001 Issued and outstanding: 93,522,660 common stock at $0.001 as at June 30, 2017 (December 31, 2016: 92,279,327) [Note 4] | 93,522 | 92,279 |
| Additional paid-in capital | 613,092 | 427,835 |
| Accumulated Deficit | (709,182) | (479,795) |
| Accumulated other comprehensive income | 38 | 69 |
| Total stockholders' deficiency | (2,530) | 40,388 |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 95,820 | $ 117,733 |
Balance Sheets (Parenthetical) (Unaudited) - $ / shares |
Jun. 30, 2017 |
Dec. 31, 2016 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 93,522,660 | 92,279,327 |
| Common stock, shares outstanding | 93,522,660 | 92,279,327 |
Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
| Income Statement [Abstract] | ||||
| REVENUE | $ 900 | |||
| OPERATING EXPENSES | ||||
| Advertising and Promotion [Note 5] | 90,400 | 146,335 | ||
| Marketing expense | 774 | 7,207 | ||
| Legal fees | 3,360 | 8,880 | 6,045 | |
| Management fees | 19,500 | 4,500 | 39,000 | 9,059 |
| Audit and accounting fees | 2,003 | 3,262 | 6,977 | 7,608 |
| Other professional fees | 7,634 | 2,766 | 20,264 | 5,474 |
| General Expenses | 494 | |||
| Total Operating Expenses | 123,671 | 10,528 | 228,663 | 28,680 |
| Loss from operations | (123,671) | (10,528) | (228,663) | (27,780) |
| Other Income (expense) | ||||
| Interest and bank charges | 335 | 2,921 | 724 | 5,810 |
| Gain (loss) change in fair value of derivative liabilities | 11,893 | 12,751 | ||
| Loss of conversion of debt | ||||
| Total other (expenses) | 335 | 14,814 | 724 | 18,561 |
| Income taxes | ||||
| Net loss | (124,006) | (25,342) | (229,387) | (46,341) |
| Foreign currency translation adjustment | 105 | (19) | (30) | 98 |
| COMPREHENSIVE LOSS | $ (123,901) | $ (25,361) | $ (229,417) | $ (46,243) |
| Loss per share, basic and diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted average number of common stock outstanding, basic and diluted | 93,522,660 | 90,000,000 | 93,237,651 | 90,000,000 |
Nature of Operations |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2017 | ||||
| Nature of Operations [Abstract] | ||||
| 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, Cloud based and telecommunication services. The Company’s principal place of business is located at 6418 Ambrosia Dr. Suite 5301 San Diego, California. |
Going Concern |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2017 | ||||
| Going Concern [Abstract] | ||||
| GOING CONCERN |
These unaudited interim financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and has not yet established a history of revenue producing activities which raises substantial doubt about its ability to continue as a going concern. 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 interim financial statements.
These interim 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. |
Summary of Significant Accounting Policies |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2017 | ||||
| Summary of Significant Accounting Policies [Abstract] | ||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The Company’s unaudited 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 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 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, 2017 or for any other interim period. The unaudited 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, 2016.
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 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 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 |
Stockholders' Equity |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2017 | |||
| Stockholders' Equity [Abstract] | |||
| STOCKHOLDERS' EQUITY |
COMMON STOCK - AUTHORIZED
As at June 30, 2017, the Company is authorized to issue 100,000,000 shares of common stock, with par value of $0.001.
COMMON STOCK - ISSUED AND OUTSTANDING
During the six month period ended June 30, 2017, the Company issued 1,243,333 shares of common stock, including 1,143,333 shares for $171,500 in cash to investors in a private placement and 100,000 shares against $15,000 cash advances received during the fiscal year ended December 31, 2016.
As of June 30, 2017, there were 93,522,660 shares of common stock issued and outstanding (December 31, 2016 - 92,279,327).
As of June 30, 2017, the Company has no cash advances for common shares to be issued (December 31, 2016 - $14,978) |
Related Party Transactions and Balances |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2017 | |||
| Related Party Transactions and Balances [Abstract] | |||
| 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 shareholders and other related party are unsecured, non-interest bearing and are payable on demand.
As of February 2017, Christopher Pay has been appointed Director of the Company. Christopher Pay is also the CEO of Mobile Lads and 2440499 Ontario Inc is a wholly owned subsidiary of Mobile Lads. Prepaid expenses include $90,090 for purchase of inventory (December 31, 2016 - $90,090).
There were also advertising and promotion expenses of $146,335 related to payments made to Mobile Lads and 2440499 Ontario Inc under agreements.
As of June 30, 2017, the balance due to related party is $64,504 (December 31, 2016 - $1,797). Of the total balance due to related party, $ 1,797 is due to Mobile Lads (December 31, 2016 - $ 1,797) and $ 62,707 is due to 2440499 Ontario Inc (December 31, 2016 - $ 0). The amounts payable are due on demand and non-interest bearing.
There is no rent paid and rent is offered for free by the CEO of the Company |
Subsequent Events |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2017 | |||
| Subsequent Events [Abstract] | |||
| SUBSEQUENT EVENTS |
As of August 11, 2017, expenses paid on behalf of the Company by the CEO of the Company amount to $ 489. The amounts borrowed are due on demand and non-interest bearing. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2017 | |
| Summary of Significant Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The Company’s unaudited 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 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 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, 2017 or for any other interim period. The unaudited 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, 2016.
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 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 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 |
Stockholders' Equity (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2017 |
Dec. 31, 2016 |
|
| Stockholders' Equity (Textual) | ||
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares issued | 93,522,660 | 92,279,327 |
| Common stock, shares outstanding | 93,522,660 | 92,279,327 |
| Cash advances for common stock value issued | $ 14,978 | |
| Cash advances for shares to be issued | 100,000 | |
| Common stock [Member] | ||
| Stockholders' Equity (Textual) | ||
| Common stock, shares issued | 1,243,333 | |
| private placement [Member] | ||
| Stockholders' Equity (Textual) | ||
| Cash to investors, shares | 1,143,333 | |
| Cash to investors | $ 171,500 | |
| Cash received in advances | $ 15,000 |
Related Party Transactions and Balances (Details) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
|
| Related Party Transactions and Balances (Textual) | |||
| Due to a related party | $ 64,504 | $ 1,797 | |
| Due to a related party of company | 62,707 | ||
| Christopher Pay [Member] | |||
| Related Party Transactions and Balances (Textual) | |||
| Prepaid expenses | 90,090 | 90,090 | |
| Advertising and promotion expenses | 146,335 | ||
| Due to a related party | $ 1,797 | $ 1,797 | |
Subsequent Events (Details) |
Aug. 11, 2017
USD ($)
|
|---|---|
| Subsequent Event [Member] | CEO [Member] | |
| Subsequent Events (Textual) | |
| Expenses paid | $ 489 |