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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tianci International Inc (PK) | USOTC:CIIT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.54 | -19.64% | 2.21 | 2.16 | 3.70 | 3.40 | 2.21 | 2.75 | 2,460 | 19:09:19 |
Nevada
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45-5540446
|
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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|
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Part I
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FINANCIAL INFORMATION
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|
Item 1.
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Unaudited Financial Statements
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3
|
|
Balance Sheets
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3
|
|
Statements of Operations
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4
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Statement of Stockholders’ Deficit
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5
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Statements of Cash Flows
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6
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Notes to unaudited Financial Statements
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11
|
|
||
Item 4.
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Controls and Procedures
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16
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Part II.
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OTHER INFORMATION
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|
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||
Item 1 | Legal Proceedings | 17 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3 | Defaults Upon Senior Securities | 17 |
Item 4 | Mine Safety Disclosures | 17 |
Item 5.
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Other Information
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17
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|
||
Item 6.
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Exhibits
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17
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October 31, 2015
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July 31, 2015
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash and cash equivalents
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$ | 71,923 | $ | 53,473 | ||||
Prepaid expenses and other deposits
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26,260 | 13,765 | ||||||
Other current assets
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14,532 | 7,282 | ||||||
Total Current Assets
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112,715 | 74,520 | ||||||
Equipment, net
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14,072 | 3,825 | ||||||
TOTAL ASSETS
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$ | 126,787 | $ | 78,345 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities
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$ | 26,526 | $ | 11,749 | ||||
Short-term loans
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62,961 | 228,756 | ||||||
Due to related party
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143,831 | 22,114 | ||||||
TOTAL LIABILITIES
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233,318 | 262,619 | ||||||
STOCKHOLDERS' DEFICIT
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||||||||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
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||||||||
0 shares issued and outstanding
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- | - | ||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized;
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||||||||
27,434,740 and 14,908,438 shares issued and outstanding, respectively
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2,743 | 1,491 | ||||||
Additional paid-in capital
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732,478 | 394,653 | ||||||
Accumulated deficit
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(808,917 | ) | (549,375 | ) | ||||
Accumulated other comprehensive loss
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(32,835 | ) | (31,043 | ) | ||||
TOTAL STOCKHOLDERS' DEFICIT
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(106,531 | ) | (184,274 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 126,787 | $ | 78,345 |
October 27, 2014
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||||||||
Three Months Ended
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(Inception) to
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|||||||
October 31,
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October 31,
|
|||||||
2015
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2014
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|||||||
REVENUES
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$ | 13,090 | $ | - | ||||
OPERATING EXPENSES
|
||||||||
Advertising and marketing
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67,798 | - | ||||||
Consulting fees
|
5,025 | - | ||||||
Development costs
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27,848 | - | ||||||
Management fees
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57,990 | - | ||||||
Office and miscellaneous
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33,299 | - | ||||||
Professional fees
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68,862 | - | ||||||
Rents
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10,592 | - | ||||||
Total Operating Expenses
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271,414 | - | ||||||
LOSS FROM OPERATIONS
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(258,324 | ) | - | |||||
OTHER EXPENSE
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||||||||
Interest expenses
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(1,218 | ) | - | |||||
LOSS BEFORE INCOME TAXES
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(259,542 | ) | - | |||||
Provision for income taxes
|
- | - | ||||||
NET LOSS
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$ | (259,542 | ) | $ | - | |||
STATEMENTS OF COMPREHENSIVE LOSS
|
||||||||
Net loss
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$ | (259,542 | ) | $ | - | |||
Other Comprehensive loss:
|
||||||||
Foreign currency translation adjustments
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(1,792 | ) | - | |||||
TOTAL COMPREHENSIVE LOSS
|
$ | (261,334 | ) | - | ||||
Basic and Diluted Income per Common Share
|
$ | (0.01 | ) | $ | - | |||
Basic and Diluted Weighted Average Common Shares Outstanding
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27,216,778 | 4,702,977 |
Accumulated
|
||||||||||||||||||||||||
Additional
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Other
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Total
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||||||||||||||||||||||
Common Stock
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Paid-in
|
Accumulated
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Comprehensive
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Stockholders'
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||||||||||||||||||||
Number of Shares
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Amount
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Capital
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Deficit
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Loss
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Deficit
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|||||||||||||||||||
Balance - October 27 2014 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Issuance of common stock
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14,908,438 | 1,491 | 394,653 | - | - | 396,144 | ||||||||||||||||||
Net loss
|
- | - | - | (549,375 | ) | - | (549,375 | ) | ||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | - | (31,043 | ) | (31,043 | ) | ||||||||||||||||
Balance - July 31, 2015
|
14,908,438 | 1,491 | 394,653 | (549,375 | ) | (31,043 | ) | (184,274 | ) | |||||||||||||||
Recapitalization
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12,245,238 | 1,224 | 37,853 | - | - | 39,077 | ||||||||||||||||||
Common stock issued for cash
|
281,064 | 28 | 299,972 | - | 300,000 | |||||||||||||||||||
Net loss for the period
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- | - | - | (259,542 | ) | - | (259,542 | ) | ||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | - | (1,792 | ) | (1,792 | ) | ||||||||||||||||
Balance - October 31, 2015
|
27,434,740 | $ | 2,743 | $ | 732,478 | $ | (808,917 | ) | $ | (32,835 | ) | $ | (106,531 | ) |
October 27, 2014
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||||||||
Three Months Ended
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(Inception) to
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|||||||
October 31,
|
October 31,
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|||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net loss
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$ | (259,542 | ) | $ | - | |||
Adjustments to reconcile net loss to net cash from operating activities:
|
||||||||
Depreciation
|
664 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other deposits
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(12,495 | ) | - | |||||
Other assets
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(7,250 | ) | - | |||||
Accounts payable and accrued liabilities
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13,573 | - | ||||||
Accrued interest
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1,218 | - | ||||||
Operating liabilities assumed in reverse acquisition
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(24,558 | ) | - | |||||
Net cash used in operating activities
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(288,390 | ) | - | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of equipment
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(10,882 | ) | - | |||||
Net cash used in investing activities
|
(10,882 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Issuance of common stock for cash
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300,000 | - | ||||||
Proceeds from related parties
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38,333 | - | ||||||
Proceeds from short-term loans
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10,983 | - | ||||||
Repayment to related parties
|
(17,811 | ) | - | |||||
Repayment of short-term loans
|
(12,047 | ) | - | |||||
Net cash provided by financing activities
|
319,458 | - | ||||||
Effects on changes in foreign exchange rate
|
(1,736 | ) | - | |||||
Net increase in cash and cash equivalents
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18,450 | - | ||||||
Cash and cash equivalents - beginning of period
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53,473 | - | ||||||
Cash and cash equivalents - end of period
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$ | 71,923 | $ | - | ||||
Supplemental Cash Flow Disclosures
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||||||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - | ||||
Non-cash financing and investing activities
|
||||||||
Short-term loans reclassified as inter-company loans
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$ | (164,730 | ) | $ | - | |||
Related party loans assumed in reverse acquisition
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$ | 101,095 | $ | - |
i)
|
Assets and liabilities at the rate of exchange in effect at the balance sheet date.
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ii)
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Equities at historical rate
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iii)
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Revenue and expense items at the average rate of exchange prevailing during the period.
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October 31, 2015
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July 31, 2015
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|||||||
Cost
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||||||||
IT Equipment
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$ | 6,622 | $ | 5,246 | ||||
Furniture
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9,529 | - | ||||||
16,151 | 5,246 | |||||||
Depreciation
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(2,079 | ) | (1,421 | ) | ||||
Balance
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$ | 14,072 | $ | 3,825 |
October 31, 2015
|
July 31, 2015
|
|||||||
Trade payables
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$ | 8,330 | $ | 272 | ||||
Accrued liabilities
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15,606 | 10,090 | ||||||
Accrued interest
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2,590 | 1,387 | ||||||
$ | 26,526 | $ | 11,749 |
October 31, 2015
|
July 31, 2015
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|||||||
Short-term loans from Deep Blue Trading
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$ | 51,979 | $ | 64,026 | ||||
Other borrowings
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10,982 | - | ||||||
Advances from Steampunk Wizards Inc.
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- | 164,730 | ||||||
$ | 62,961 | $ | 228,756 |
October 31, 2015
|
July 31, 2015
|
|||||||
Cash
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$
|
71,923
|
$
|
53,473
|
||||
Total Assets
|
$
|
126,787
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$
|
78,345
|
||||
Total Liabilities
|
$
|
233,318
|
$
|
262,619
|
||||
Stockholders’ Deficit
|
$
|
106,531
|
$
|
184,274
|
October 31, 2015
|
July 31, 2015
|
|||||||
Current Assets
|
$
|
126,787
|
$
|
78,345
|
||||
Current Liabilities
|
$
|
233,318
|
$
|
262,619
|
||||
Working Capital (Deficiency)
|
$
|
(106,531
|
) |
$
|
(184,274
|
) |
Three Months Ended October 31,
|
||||||||
2015
|
2014
|
|||||||
Cash Flows Used in Operating Activities
|
$
|
(288,390
|
) |
$
|
-
|
|||
Cash Flows Used in Investing Activities
|
$
|
(10,882
|
) |
$
|
-
|
|||
Cash Flows Provided by Financing Activities
|
$
|
319,458
|
$
|
-
|
||||
Effects on changes in foreign exchange rate
|
$
|
(1,736
|
) |
$
|
-
|
|||
Net Increase in Cash During Period
|
$
|
18,450
|
$
|
-
|
Exhibit
Number
|
Description of Exhibit
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
|
|
3.2
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
|
|
(31)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
|
31.1*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
31.2*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
(32)
|
Section 1350 Certifications
|
|
32.1*
|
Rule 1350 Certification of Chief Executive Officer.
|
|
32.2*
|
Rule 1350 Certification of Chief Financial Officer.
|
|
101
|
Interactive Data File
|
|
101*
|
Interactive Data File (Form 10-Q for the quarter ended October 31, 2015 furnished in XBRL).
|
|
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
|
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
|
STEAMPUNK WIZARDS INC.
|
|
(Registrant)
|
|
Dated: December 21, 2015
|
/s/ Anton Lin
|
Anton Lin
|
|
President, Chief Executive Officer, Chief Financial Officer,
Treasurer, and Director
|
|
(Principal Executive Officer and
Financial and Accounting Officer)
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Oct. 31, 2015 |
Dec. 21, 2015 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Steampunk Wizards, Inc. | |
Entity Central Index Key | 0001557798 | |
Trading Symbol | spwz | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 27,434,740 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Oct. 31, 2015 |
Jul. 31, 2015 |
---|---|---|
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,434,740 | 14,908,438 |
Common stock, shares outstanding | 27,434,740 | 14,908,438 |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Oct. 31, 2014 |
Oct. 31, 2015 |
|
Income Statement [Abstract] | ||
REVENUES | $ 13,090 | |
OPERATING EXPENSES | ||
Advertising and marketing | 67,798 | |
Consulting fees | 5,025 | |
Development costs | 27,848 | |
Management fees | 57,990 | |
Office and miscellaneous | 33,299 | |
Professional fees | 68,862 | |
Rents | 10,592 | |
Total Operating Expenses | 271,414 | |
LOSS FROM OPERATIONS | (258,324) | |
OTHER EXPENSE | ||
Interest expenses | (1,218) | |
LOSS BEFORE INCOME TAXES | $ (259,542) | |
Provision for income taxes | ||
NET LOSS | $ (259,542) | |
STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | (259,542) | |
Other Comprehensive loss: | ||
Foreign currency translation adjustments | (1,792) | |
TOTAL COMPREHENSIVE LOSS | $ (261,334) | |
Basic and Diluted Income per Common Share (in dollars per share) | $ (0.01) | |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 4,702,977 | 27,216,778 |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
3 Months Ended |
---|---|
Oct. 31, 2015 | |
Organization And Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Steampunk Wizards Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards Inc. and changed its trading symbol to SPWZ. The Company’s fiscal year end is July 31.
The Company originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation.
Share Exchange and Recapitalization
On July 16, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”), which was consummated on August 21, 2015, with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”) on October 27, 2015, the Company’s sole officer and director (the “Officer”), being the owner of record of 11,451,541 common shares of the Company and the persons (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”) on July 15, 2015. Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, the Company will issue 4,812,209 shares (the “New Shares”) of the Company’s common stock to the Shareholders (or their designees), and the Officer will cause 10,096,229 shares of the Company’s common stock that he owns (the “Officer Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively shall represent 55% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. will become a wholly owned subsidiary (the “Subsidiary”) of the Company and there will be a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.
For financial accounting purposes, the Exchange Agreement has been accounted for as a reverse acquisition by the Malta Co., and resulted in a recapitalization, with Malta Co. being the accounting acquirer and the Company as the acquired entity. The consummation of this Exchange Agreement resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Malto Co. , and have been prepared to give retroactive effect to the reverse acquisition completed on August 21, 2015, and represent the operations of Malta Co. The consolidated financial statements after the acquisition date include the balance sheets of both companies at historical cost, the historical results of Malta Co. and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2015.
The unaudited financial statement and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
Going Concern Matters
At October 31, 2015, the Company had $71,923 in cash on hand, had incurred a net loss of approximately $259,542 and used $288,390 in cash for operating activities for the three months ended October 31, 2015. In addition, the Company had negative working capital (current liabilities exceeded current asset) of $120,603.
The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
Foreign Currency Translation and Re-measurement
The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:
Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.
Basis of Consolidation These financial statements include the accounts of the Company and its subsidiary. All material intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's condensed consolidated financial statements.
|
CASH AND CASH EQUIVALENTS |
3 Months Ended |
---|---|
Oct. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 3 – CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As at October 31, 2015 and July 31, 2015, the Company has $71,923 and $53,473 cash respectively.
|
OTHER CURRENT ASSETS |
3 Months Ended |
---|---|
Oct. 31, 2015 | |
Other Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS
Other current assets consist only of value-added tax (“VAT”) held by the Company. As at October 31, 2015 and July 31, 2015, the Company has $14,532 and $7,382 VAT respectively.
|
EQUIPMENT |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUIPMENT | NOTE 5 – EQUIPMENT
The equipment comprised of IT and other equipment with an estimated average useful life of 4 years. The Company recorded $664 depreciation for the period ended October 31, 2015.
|
ACCOUNTS PAYABLE AND ACCRUED LIABILITES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES
The Company’s accounts payable and accrued liabilities consist of the following:
|
SHORT-TERM LOANS |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
SHORT-TERM LOANS | NOTE 7 – SHORT-TERM LOANS
The Company’s short-term loans consist of the following:
The Deep Blue Trading loan is unsecured, bears interest rate of 7% per annum and is payable, together with interest, within one year from date of grant. During the period ended October 31, 2015, the Company accrued interest of $1,218.
Other borrowings are unsecured, interest free and repayable within one year.
On July 16, 2015, the Company entered into a share exchange agreement with Steampunk Wizards Inc. The exchange was closed on August 21, 2015. As a result of the exchange of the Company became a wholly owned subsidiary of Steampunk Wizards Inc. Prior to the closing, Steampunk Wizards Inc. advanced $164,730 (EUR 145,000) to the Malta Co. The advance was unsecured, non-interest bearing and reclassified as inter-company loans during the period ended October 31, 2015.
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DUE TO RELATED PARTIES |
3 Months Ended |
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Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
DUE TO RELATED PARTIES | NOTE 8 – DUE TO RELATED PARTIES
On August 21, 2015, the Company assumed $101,095 loans provided by the Chief Executive Officer (“CEO”) of the Company through the share exchange transaction. During the period ended October 31, 2015, the CEO advanced $8,333 to the Company and the Company repaid $17,811 to the CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the CEO for management services. Accordingly, $30,000 management fees for the period ended October 31, 2015, were accrued as amount due to related parties. As at October 31, 2015, the Company owed $121,618 to the CEO.
As at October 31, 2015 and July 31, 2015, the Company owed $22,213 and $22,114 to a shareholder of the Company. The change was due to change of foreign exchange rate.
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EQUITY |
3 Months Ended |
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Oct. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 9 - EQUITY
Share capital
Preferred Stock
The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
There were no shares of preferred stock issued and outstanding as at October 31, 2015 and July 31, 2015.
Common Stock
The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
During the period ended October 31, 2015, the Company issued 281,064 shares for cash of $300,000.
There were 27,434,740 and 14,908,438 shares of common stock issued and outstanding as of October 31, 2015 and July 31, 2015, respectively.
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COMMITMENTS AND CONTINGENCIES |
3 Months Ended |
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Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES
On July 2, 2015, Malta Co. entered into a lease agreement with central Garage Ltd. The term of the lease is one year with monthly payments of EUR 1,200.
The Company has no other commitments or contingencies as of October 31, 2015.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.
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SUBSEQUENT EVENTS |
3 Months Ended |
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Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 -SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no additional events have occurred that require disclosure.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended | |||||||||
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Oct. 31, 2015 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Basis of Presentation | Basis of Presentation
The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2015.
The unaudited financial statement and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
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Going Concern Matters | Going Concern Matters
At October 31, 2015, the Company had $71,923 in cash on hand, had incurred a net loss of approximately $259,542 and used $288,390 in cash for operating activities for the three months ended October 31, 2015. In addition, the Company had negative working capital (current liabilities exceeded current asset) of $120,603.
The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
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Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement
The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:
Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.
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Basis of Consolidation | Basis of Consolidation
These financial statements include the accounts of the Company and its subsidiary. All material intercompany balances and transactions have been eliminated.
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Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
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Recent Accounting Pronouncements | Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's condensed consolidated financial statements.
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EQUIPMENT (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of equipment |
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ACCOUNTS PAYABLE AND ACCRUED LIABILITES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accounts payable and accrued liabilities |
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SHORT-TERM LOANS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of short-term loans |
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ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - Share exchange agreement - Steampunk Wizards Ltd. |
Jul. 16, 2015
shares
|
---|---|
Organization And Business Line Items | |
Number of shares issued as deposit towards the acquisition | 4,812,209 |
Percentage of issued share capital | 100.00% |
Majority shareholder | |
Organization And Business Line Items | |
Number of shares held by shareholders | 11,451,541 |
Number of shares issued as deposit towards the acquisition | 10,096,229 |
Percentage of issued and outstanding common stock | 55.00% |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) |
3 Months Ended | 9 Months Ended |
---|---|---|
Oct. 31, 2015 |
Jul. 31, 2015 |
|
Accounting Policies [Abstract] | ||
Cash on hand | $ 71,923 | $ 53,473 |
Net loss | (259,542) | $ (549,375) |
Cash used for operating activities | (288,390) | |
Working capital | $ (120,603) |
CASH AND CASH EQUIVALENTS (Detail Textuals) - USD ($) |
Oct. 31, 2015 |
Jul. 31, 2015 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 71,923 | $ 53,473 |
OTHER CURRENT ASSETS (Detail Textuals) - USD ($) |
Oct. 31, 2015 |
Jul. 31, 2015 |
---|---|---|
Other Assets [Abstract] | ||
VAT | $ 14,532 | $ 7,382 |
EQUIPMENT (Details) - USD ($) |
Oct. 31, 2015 |
Jul. 31, 2015 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Cost | $ 16,151 | $ 5,246 |
Depreciation | (2,079) | (1,421) |
Balance | 14,072 | 3,825 |
IT Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,622 | $ 5,246 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 9,529 |
EQUIPMENT (Detail Textuals) |
3 Months Ended |
---|---|
Oct. 31, 2015
USD ($)
| |
Property, Plant and Equipment [Abstract] | |
Estimated average useful life | 4 years |
Depreciation | $ 664 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITES (Details) - USD ($) |
Oct. 31, 2015 |
Jul. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
Trade payables | $ 8,330 | $ 272 |
Accrued liabilities | 15,606 | 10,090 |
Accrued interest | 2,590 | 1,387 |
Accounts payable and accrued liabilities | $ 26,526 | $ 11,749 |
SHORT-TERM LOANS (Details) - USD ($) |
Oct. 31, 2015 |
Jul. 31, 2015 |
---|---|---|
Debt Disclosure [Abstract] | ||
Short-term loans from Deep Blue Trading | $ 51,979 | $ 64,026 |
Other borrowings | 10,982 | |
Advances from Steampunk Wizards Inc. | 164,730 | |
Short-term loans | $ 62,961 | $ 228,756 |
SHORT-TERM LOANS (Detail Textuals) |
Oct. 31, 2015
USD ($)
|
Jul. 31, 2015
USD ($)
|
Jul. 16, 2015
USD ($)
|
Jul. 16, 2015
EUR (€)
|
---|---|---|---|---|
Short-term Debt [Line Items] | ||||
Advances from Steampunk Wizards Inc. | $ (164,730) | |||
Deep Blue Trading | ||||
Short-term Debt [Line Items] | ||||
Interest rate | 7.00% | |||
Accrued interest | $ 1,218 | |||
Share exchange agreement | Steampunk Wizards Ltd. | ||||
Short-term Debt [Line Items] | ||||
Advances from Steampunk Wizards Inc. | $ 164,730 | € 145,000 |
DUE TO RELATED PARTIES (Detail Textuals) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Mar. 01, 2014 |
Oct. 31, 2015 |
Aug. 21, 2015 |
Jul. 31, 2015 |
|
Related Party Transaction [Line Items] | ||||
Payments to related parties | $ 17,811 | |||
Payment to related party for management services per month | 5,025 | |||
Due to related party | 143,831 | $ 22,114 | ||
Majority shareholder | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 22,213 | $ 22,114 | ||
Chief Executive Officer ("CEO") | ||||
Related Party Transaction [Line Items] | ||||
Loans provided by Chief Executive Officer | $ 101,095 | |||
Advance from related party for operating expenses | 8,333 | |||
Payments to related parties | 17,811 | |||
Accrued management fees | 30,000 | |||
Due to related party | $ 121,618 | |||
Employee agreement | Chief Executive Officer ("CEO") | ||||
Related Party Transaction [Line Items] | ||||
Payment to related party for management services per month | $ 10,000 |
EQUITY (Detail Textuals) - USD ($) |
3 Months Ended | |
---|---|---|
Oct. 31, 2015 |
Jul. 31, 2015 |
|
Equity [Abstract] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, voting rights | One vote | |
Number of shares issued for cash | 281,064 | |
Proceeds from the sale of common stock | $ 300,000 | |
Common stock, shares issued | 27,434,740 | 14,908,438 |
Common stock, shares outstanding | 27,434,740 | 14,908,438 |
COMMITMENTS AND CONTINGENCIES (Detail Textuals) |
3 Months Ended | |
---|---|---|
Jul. 02, 2015
EUR (€)
|
Oct. 31, 2015
USD ($)
|
|
Commitments And Contingencies [Line Items] | ||
Monthly rent payments | $ | $ 10,592 | |
Central Garage Ltd | ||
Commitments And Contingencies [Line Items] | ||
Term of lease agreement | 1 year | |
Monthly rent payments | € | € 1,200 |
1 Year Tianci (PK) Chart |
1 Month Tianci (PK) Chart |
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