Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

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

 

For the quarterly period ended January 31, 2016

or

 

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

For the transition period from ____________ to ________________

Commission file number: 333-184061

 

 

STEAMPUNK WIZARDS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		45-5540446
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11620 Wilshire Blvd, Office 43, Suite 900,

West Wilshire Center, West Los Angeles, CA 90025

(Address of principal executive offices)

1-310-582-5939

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

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

 

As of March 18, 2016, there were 27,623,630 shares of the issuer’s common stock, par value per share $0.0001, issued and outstanding.

 

 

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STEAMPUNK WIZARDS, INC.

Form 10-Q

Part I	FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
	Balance Sheets	3
	Statements of Operations and Comprehensive Loss	4
	Statement of Stockholders’ Deficit	5
	Statements of Cash Flows	6
	Notes to unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4.	Controls and Procedures	18
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3	Defaults Upon Senior Securities	19
Item 4	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20

 

 

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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Steampunk Wizards, Inc.

Condensed Consolidated Balance Sheets

		January 31, 2016				July 31, 2015
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	15,663			$	53,472
Accounts receivable			1,083				-
Prepaid expenses and other deposits			29,097				12,670
Other current assets			10,570				7,282
Total Current Assets			56,413				73,424
Property and equipment, net			13,181				4,807
TOTAL ASSETS		$	69,594			$	78,231
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	67,588			$	47,773
Due to related parties			153,514				22,114
Short-term loans			118,258				228,756
TOTAL LIABILITIES			339,360				298,643
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
0 shares issued and outstanding			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized;
27,616,096 and 14,908,438 shares issued and outstanding, respectively			2,762				1,491
Additional paid-in capital			712,632				269,246
Accumulated deficit			(966,314	)			(474,037	)
Accumulated other comprehensive loss			(18,846	)			(17,112	)
TOTAL STOCKHOLDERS' DEFICIT			(269,766	)			(220,412	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	69,594			$	78,231

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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Steampunk Wizards, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

														October 27, 2014
		Three Months Ended								Six Months Ended				(Inception) to
		January 31,								January 31,				January 31,
		2016				2015				2016				2015
REVENUES		$	-			$	-			$	-			$	-
OPERATING EXPENSES
Development costs			71,083				-				98,931				-
Office and miscellaneous			109,510				51,731				254,851				51,731
Professional fees			80,444				16,468				140,891				16,468
Total Operating Expenses			261,037				68,199				494,673				68,199
LOSS FROM OPERATIONS			(261,037	)			(68,199	)			(494,673	)			(68,199	)
OTHER INCOME (EXPENSE)
Interest expenses			(1,296	)			-				(2,514	)			-
Other income (expense)			(8,180	)			-				4,910				-
Total Other Income (Expense)			(9,476	)			-				2,396				-
LOSS BEFORE INCOME TAXES			(270,513	)			(68,199	)			(492,277	)			(68,199	)
Provision for income taxes			-				-				-				-
NET LOSS		$	(270,513	)		$	(68,199	)		$	(492,277	)		$	(68,199	)
STATEMENTS OF COMPREHENSIVE LOSS
Net loss		$	(270,513	)		$	(68,199	)		$	(492,277	)		$	(68,199	)
Other Comprehensive loss:
Foreign currency translation adjustments			13,989				406				(1,734	)			406
TOTAL COMPREHENSIVE LOSS		$	(256,524	)		$	(67,793	)		$	(494,011	)		$	(67,793	)
Basic and Diluted Income per Common Share		$	(0.01	)		$	(0.00	)		$	(0.02	)		$	(0.01	)
Basic and Diluted Weighted Average Common Shares Outstanding			27,536,815				14,908,438				26,045,792				12,044,955

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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Steampunk Wizards, Inc.

Condensed Consolidated Statements of Stockholders' Deficit

(Unaudited)

 

																		Accumulated
										Additional								Other				Total
		Common Stock								Paid-in				Accumulated				Comprehensive				Stockholders'
		Number of Shares				Amount				Capital				Deficit				Loss				Deficit
Balance - October 27, 2014 (Inception)			-			$	-			$	-			$	-			$	-			$	-
Issuance of common stock			14,908,438				1,491				269,246				-				-				270,737
Net loss			-				-				-				(474,037	)			-				(474,037	)
Foreign currency translation adjustments			-				-				-				-				(17,112	)			(17,112	)
Balance - July 31, 2015			14,908,438				1,491				269,246				(474,037	)			(17,112	)			(220,412	)
Recapitalization			12,245,238				1,225				37,853				-				-				39,078
Common stock issued for cash			462,420				46				405,533								-				405,579
Net loss for the period			-				-				-				(492,277	)			-				(492,277	)
Foreign currency translation adjustments			-				-				-				-				(1,734	)			(1,734	)
Balance - January 31, 2016			27,616,096			$	2,762			$	712,632			$	(966,314	)		$	(18,846	)		$	(269,766	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

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Steampunk Wizards, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

						October 27, 2014
		Six Months Ended				(Inception) to
		January 31,				January 31,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(492,277	)		$	(68,199	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			1,502				-
Other income adjusted with short-term loan			(12,139	)
Management fees accrued as due to related parties			60,000
Changes in operating assets and liabilities:
Accounts receivable			(1,083	)			-
Prepaid expenses and other deposits			(117	)			(1,145	)
Other assets			(3,288	)			(5,580	)
Accounts payable and accrued liabilities			(23,566	)			47,145
Accrued interest			2,514				-
Net cash used in operating activities			(468,454	)			(27,779	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment			(9,905	)			(3,768	)
Purchase of intangible assets			-				(31,343	)
Net cash used in investing activities			(9,905	)			(35,111	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash			405,579				124,639
Proceeds from related parties			16,822				-
Proceeds from short-term loans			67,097				-
Repayment to related parties			(46,267	)			-
Net cash provided by financing activities			443,231				124,639
Effects on changes in foreign exchange rate			(2,681	)			406
Net (decrease) increase in cash and cash equivalents			(37,809	)			62,155
Cash and cash equivalents - beginning of period			53,472				-
Cash and cash equivalents - end of period		$	15,663			$	62,155
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Non-cash financing and investing activities
Short-term loans reclassified as inter-company loans		$	164,730			$	-
Related party loans assumed in reverse acquisition		$	101,095			$	-
Loan from related party		$	-			$	22,114
Common shares issued for intangible assets and receivables		$	-			$	144,898
Prepaid asset assumed in reverse acquisition		$	16,310			$	-
Accounts payable assumed in reverse acquisition		$	40,867			$	-

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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Steampunk Wizards, Inc.

Notes to the Condensed Consolidated Financial Statements

January 31, 2016

(Unaudited)

 

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.

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, 2014, 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 assets acquired and liabilities assumed were $181,040 and $141,962, respectively. 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, Malta 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.

Incorporated in 2014, Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

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 8-K/A for the fiscal year ended July 31, 2015 filed on February 8, 2016.

 

 

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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.

Result of the six months ended January 31, 206 are not necessarily indicative of the results that may be expected for the year ended July 31, 2016 and any other future periods.

Going Concern Matters

At January 31, 2016, the Company had $15,663 in cash on hand, had incurred a net loss of $492,277 and used $468,454 in cash for operating activities for the period ended January 31, 2016.  In addition, the Company had negative working capital (current liabilities exceeded current asset) of $282,947.

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:

i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii)	Equities at historical rate

iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are included in accumulated other comprehensive income (loss) 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.

 

 

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Basic and Diluted Earnings (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of January 31, 2016 and July 31, 2015.

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.

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 January 31, 2016 and July 31, 2015, the Company has $15,663 and $53,472 cash and cash equivalent respectively.

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consist only of value-added tax (“VAT”) held by the Company. As at January 31, 2016 and July 31, 2015, the Company has $10,570 and $7,282 VAT receivable from the Malta government, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT

		January 31,				July 31,
		2016				2015
Cost
IT Equipment		$	10,556			$	6,593
Furniture			5,866				-
			16,422				6,593
Depreciation			(3,241	)			(1,786	)
Balance		$	13,181			$	4,807

The equipment comprised of IT and other equipment with an estimated average useful life of 4 years. The Company recorded $1,502 and $0 as depreciation expenses for the six months ended January 31, 2016 and 2015, respectively. The Company recorded $664 and $0 as depreciation expenses for the three months ended January 31, 2016 and 2015, respectively.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

The Company’s accounts payable and accrued liabilities consist of the following:

 

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		January 31,				July 31,
		2016				2015
Trade payable		$	42,094			$	271
Accrued liabilities			21,651				46,115
Accrued interest			3,843				1,387
		$	67,588			$	47,773

NOTE 7 – SHORT-TERM LOANS

The Company’s short-term loans consist of the following:

		January 31,				July 31,
		2016				2015
Short-term loans from Deep Blue Trading		$	94,473			$	64,026
Short-term loans from Galloway			23,785				-
Loans from Steampunk Wizards, Inc.			-				164,730
		$	118,258			$	228,756

 

The Deep Blue Trading loans are secured, bears interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. The Galloway loans were borrowed from a shareholder, who has approximately 1% of the Company’s common shares. The Galloway loans are unsecured, bears interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. During the three and six months ended January 31, 2016, the Company accrued interest of $1,296 and $2,514, respectively.

 

On July 16, 2015, Steampunk Wizards, Inc. entered into a share exchange agreement with Malta Co. The exchange was closed on August 21, 2015. As a result of the exchange of Malta Co. 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 January 31, 2016.

NOTE 8 – DUE TO RELATED PARTIES

On August 21, 2015, the Company assumed $101,095 loans provided by the former Chief Executive Officer (“CEO”) of the Company through the share exchange transaction. During the period ended January 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $46,267 to the former 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 former CEO for management services. Accordingly, $60,000 management fees for the period ended January 31, 2016, were accrued as amount due to related parties. As at January 31, 2016, the Company owed $131,650 to the former CEO.

As at January 31, 2016 and July 31, 2015, the Company owed $21,864 and $22,114 to a shareholder of the Company. The decrease in due to this shareholder was due to change of foreign exchange rate. This loan is non-interest bearing and due on demand.

During the three and six months ended January 31, 2016, a company, which is owned by the Company’s chief technology officer, provided management services of $22,028 and $46,810 to the Company, respectively. As at January 31, 2016 and July 31, 2015, $15,787 and $1,042 due to this company was included in accounts payable and accrued liabilities, respectively.

 

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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 January 31, 2016 and July 31, 2015.

 

Common Stock

During the six month period ended January 31, 2016, the Company issued 462,420 shares for cash of $405,579.

On October 22, 2015, we received an investment of $50,000 from an unrelated party for issuance of 50,269 shares of common stock which we disclosed in the Form 10-Q for the period ended October 31, 2015. However, due to unexpected delay and calculation error, 42,735 shares (included in 462,420 above) were issued by the Company on January 29, 2016 to this investor.  The remaining 7,534 shares owed under this investment were issued on March 4, 2016.

There were 27,616,096 and 14,908,438 shares of common stock issued and outstanding as of January 31, 2016 and July 31, 2015, respectively.

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 January 31, 2016.

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.

NOTE 11 -SUBSEQUENT EVENTS

Subsequent to January 31, 2016, 7,534 Short shares was issued by the Company for cash received during the six months ended January 31, 2016.

 

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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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K for year ended July 31, 2015, as filed on November 13, 2015.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. The Company assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

 

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

 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our unaudited condensed consolidated financial statements for the three and six months ended January 31, 2016 and notes thereto contained elsewhere in this Report, and our annual report on Form 10-K our Annual Report on Form 10-K for year ended July 31, 2015, as filed on November 13, 2015, including the consolidated financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.”

All references in this Form 10-Q to “Company”, “Steampunk”, “Steampunk Wizards,” “we,” “us” or “our” mean Steampunk Wizards, Inc., unless otherwise indicated. 

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Overview

Prior to the Share Exchange (as defined hereafter), we were an exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that 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. We then began exploring opportunities in the computer gaming and application industry.

We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.

On July 15, 2015, we 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, 2014, Anton Lin, the Company’s Chief Executive Officer (“CEO” or “Lin”), and the persons listed in Exhibit A thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). 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 issued 4,812,209 shares (the “New Shares”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the Shareholders (or their designees), and Lin caused 10,096,229 shares of the Company’s common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 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. became our wholly owned subsidiary and there was a change of control of the Company.

 

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Following the Share Exchange, we abandoned our prior business plan and now pursuing Malta Co.’s historical businesses and proposed businesses.

For financial accounting purposes, the Exchange Agreement has been accounted for as a reverse acquisition by the Malta Co., and resulted in treating the share exchange transaction as a recapitalization whereby Malta Co. was the accounting acquirer and the Company was the acquired entity. The consummation of the Share Exchange resulted in a change of control of the Company. 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

Incorporated in 2014, Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur. Making full use of the team’s experience and diverse talent set, Malta Co. built a mobile game with 3D printable rewards embedded and the associated IP and server technology. By providing 3D printable codes as in-game rewards, which allow gamers to print off merchandise they have earned through gameplay, Malta Co. was able to bring the gaming experience into the real world.

Upon the closing of the Share Exchange, the Company takes over Malta Co.’s in-house team consisting of designers, developers, artists, programmers and marketers that allows it to design and develop its own games through every stage from conception to publication. The company has been growing recently and now has the capacity to produce and launch one or two major game franchises each year, along with four to six casual games. The first game, a casual game called Bungee Mummy: Challenges, is a compendium of 4 mini games set in the Bungee Mummy Egyptian theme and launched in early August 2015.  It is a mobile game designed primarily for smartphones and tablets (supporting both Android and IOS). Thereafter, having launched a trial version of our larger game- Bungee Mummy: King’s Escape - in early 2015, we launched a replacement game called Bungee Mummy: Reborn on Android and iOS in December 2015. Bungee Mummy: Reborn is a level-based adventure-puzzler with an Egyptian theme. Since then, the company has released two further games. Whack-A-Geemie, a mobile game that fuses slots with whack-a-mole and Neon Gliders, an endless runner set in space with retro-style graphics. All games are playable in Andriod and iOS smartphones and tables, and Neon Gliders is also playable on Apple TV.

Plan of Operation

The company intends to continue to expand its portfolio of games publicly available for download.  It is focusing on releasing a higher number of smaller games to demonstrate the studio’s capabilities while also exposing itself to as much of the market as possible.

Meanwhile, a slot machine game has been developed but not released to the public.  The Company is in talks with online gambling platform operators about the potential to provide them with slot machines, but no firm decisions have been taken yet.

The company is focusing on developing relationships with publishing companies who can provide large advertising platforms for the Company’s games.

 

14

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Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the next 12 months.

We have no assurance that future financing will be available to us on acceptable terms, or at all.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, but we cannot guarantee that we will be able to achieve same.

We have not yet generated significant revenues and have accumulated deficit of $966,314 since inception through January 31, 2016.

The following table provides selected financial data about our company as of January 31, 2016 and July 31, 2015.

 

Balance Sheet Data

		January 31,				July 31,
		2016				2015
Cash		$	15,663			$	53,472
Total assets		$	69,594			$	78,231
Total liabilities		$	339,360			$	298,643
Stockholders'  deficit		$	(269,766	)		$	(220,412	)

For the three month period ended January 31, 2016 and 2015

During the three month period ended January 31, 2016 we recorded $71,083 costs on software development, office and administration expense of $109,510, professional fees of $80,444 for ongoing regulatory requirements and accrued $1,296 interest on short-term loans.

During the three month period ended January 31, 2015, we recorded $0 costs on software development, office and administration expense of $51,731, professional fees of $16,468 for ongoing regulatory requirements and accrued $0 interest on short-term loans.

 

 

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For the six month period ended January 31, 2016 and 2015

During the three month period ended January 31, 2016 we recorded $98,931 costs on software development, office and administration expense of $254,851, professional fees of $140,891 for ongoing regulatory requirements and accrued $2,514 interest on short-term loans.

During the three month period ended January 31, 2015, we recorded $0 costs on software development, office and administration expense of $51,731, professional fees of $16,468 for ongoing regulatory requirements and accrued $0 interest on short-term loans.

Liquidity and Capital Resources

 

Working Capital

		January 31,				July 31,
		2016				2015
Current Assets		$	56,413			$	73,424
Current Liabilities			339,360				298,643
Working Capital (Deficiency)		$	(282,947	)		$	(225,219	)

Cash Flows

					October 27, 2014
	Six Months Ended				(Inception) to
	January 31,				January 31,
	2016				2015
Cash used in operating activities		$	(468,454	)		$	(27,779	)
Cash provided by investing activities		$	(9,905	)		$	(35,111	)
Cash provided by financing activities		$	443,231			$	124,639
Net (decrease) increase in cash and cash equivalents		$	(37,809	)		$	62,155

Cash Flow from Operating Activities

During the six month period ended January 31, 2016, cash used in operating activities was $468,454. The Company had a net loss of $492,277, but this loss was offset by depreciation of $1,502, other income adjusted with short-term loan of $12,139, an increase in accounts receivable of $1,083, an increase in prepaid expenses and other deposit of $117, an increase in other assets of $3,288, a decrease in accounts payable and accrued liabilities of $23,566, an increase in accrued interest of $2,514 and an increase in accrued management fees of $60,000.

During the six month period ended January 31, 2015, cash used in operating activities was $27,779. The Company had a net loss of $68,199, an increase in prepaid expenses and other deposit of $1,145, increase in other assets of $5,580 and an was offset by an increase in accounts payable and accrued liabilities of $47,145.

 

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Cash Flow from Investing Activities

During the six month period ended January 31, 2016, the Company used $9,905 cash to purchase equipment.

During the six month period ended January 31, 2015, the Company used $3,768 cash to purchase equipment and $31,343 to purchase intangible asserts.

Cash Flow from Financing Activities

During the six month period ended January 31, 2016, the Company issued 462,420 shares of common stock for cash of $405,579. On August 21, 2015, the Company assumed $101,095 loans provided by the former Chief Executive Officer (“CEO”) of the Company through the share exchange transaction. During the period ended January 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $46,267 to the former 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 former CEO for management service. Accordingly, $60,000 management fees for the period ended January 31, 2016, were accrued as amount due to related parties. During the period ended January 31, 2016, the Company received $67,097 short-term loans from unrelated third party, repaid $0 short-term loans and reclassified $164,730 short-term loan through the share exchange transaction.

Going Concern Matters

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.

Critical Accounting Policy and Estimates

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.  On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.  Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended July 31, 2015, for disclosures regarding the Company's critical accounting policies and estimates, as well as any updates further disclosed in our interim financial statements as described in this Form 10-Q.

 

 

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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 and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Item 4. Control and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of January 31, 2016, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be involved in litigation relating to claims arising out of our operations in the normal course of business. We are not aware of any pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and operations.

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

During the six month period ended January 31, 2016, the Company issued 462,420 shares for cash of $405,579.

On October 22, 2015, we received an investment of $50,000 from an unrelated party for issuance of 50,269 shares of common stock which we disclosed in the Form 10-Q for the period ended October 31, 2015. However, due to unexpected delay and calculation error, 42,735 shares (included in 462,420 above) were issued by the Company on January 29, 2016 to this investor.  The remaining 7,534 shares owed under this investment were issued on March 4, 2016.

There were 27,616,096 and 14,908,438 shares of common stock issued and outstanding as of January 31, 2016 and July 31, 2015, respectively.

Subsequent to January 31, 2016, 7,534 Short shares was issued by the Company for cash received during the six months ended January 31, 2016.

 

Item 3. Defaults Upon Senior Securities.

 

(a) Not Applicable.

 

(b) Not Applicable.

 

Itwm 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5.  Other Information.

 

None.

 

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Item 6. Exhibits.

 

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 January 31, 2016 furnished in XBRL).
101.INS		XBRL Instance Document
101.SCH		XBRLTaxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

 

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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.

 

	STEAMPUNK WIZARDS, INC.
	(Registrant)
Dated: March 21, 2016	/s/ Joshua O’Cock
	Joshua O’Cock
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director
	(Principal Executive Officer and Financial and Accounting Officer)

 

 

 

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Exhibit 31.1

 

SECTION 302 CERTIFICATION OF PERIODIC REPORT

I, Joshua O’Cock, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Steampunk Wizards, 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. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) 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 principles;

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 financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. As the registrant's certifying officer, 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: March 21, 2016

 

 

By: /s/ Joshua O’Cock                           

Joshua O’Cock

President & CEO

 

 

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Exhibit 31.2

SECTION 302 CERTIFICATION OF PERIODIC REPORT

I, Joshua O’Cock, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Steampunk Wizards, 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. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) 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 principles;

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 financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. As the registrant's certifying officer, 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: March 21, 2016

 

 

By: /s/ Joshua O’Cock                        

Joshua O’Cock

Principal Financial Officer

 

 

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Exhibit 32.1

CERTIFICATION OF DISCLOSURE 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 Steampunk Wizards, Inc. (the "Company") on Form 10-Q for the period ending January 31, 2016  as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Joshua O’Cock, President and CEO of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: March 21, 2016

 

By: /s/ Joshua O’Cock                        

Joshua O’Cock,

President, Principal Executive Officer & CEO

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

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Exhibit 32.2

CERTIFICATION OF DISCLOSURE 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 Steampunk Wizards, Inc. (the "Company") on Form 10-Q for the period ending January 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Joshua O’Cock, Principal Financial Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1) The 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 21, 2016

 

 

By: /s/ Joshua O’Cock                        

Joshua O’Cock,

Principal Financial Officer

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

 

 

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Document and Entity Information - shares	6 Months Ended
	Jan. 31, 2016	Mar. 18, 2016
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		27,623,630
Document Type	10-Q
Document Period End Date	Jan. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheets - USD ($)	Jan. 31, 2016	Jul. 31, 2015
Current Assets
Cash and cash equivalents	$ 15,663	$ 53,472
Accounts receivable	1,083
Prepaid expenses and other deposits	29,097	12,670
Other current assets	10,570	7,282
Total Current Assets	56,413	73,424
Property and equipment, net	13,181	4,807
TOTAL ASSETS	69,594	78,231
Current Liabilities
Accounts payable and accrued liabilities	67,588	47,773
Due to related parties	153,514	22,114
Short-term loans	118,258	228,756
TOTAL LIABILITIES	$ 339,360	$ 298,643
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized; 27,616,096 and 14,908,438 shares issued and outstanding, respectively	$ 2,762	$ 1,491
Additional paid-in capital	712,632	269,246
Accumulated deficit	(966,314)	(474,037)
Accumulated other comprehensive loss	(18,846)	(17,112)
TOTAL STOCKHOLDERS' DEFICIT	(269,766)	(220,412)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 69,594	$ 78,231

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jan. 31, 2016	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	27,616,096	14,908,438
Common stock, shares outstanding	27,616,096	14,908,438

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended			6 Months Ended
	Jan. 31, 2016	Jan. 31, 2015	Jan. 31, 2015	Jan. 31, 2016
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES
Development costs	$ 71,083			$ 98,931
Office and miscellaneous	109,510	$ 51,731	$ 51,731	254,851
Professional fees	80,444	16,468	16,468	140,891
Total Operating Expenses	261,037	68,199	68,199	494,673
LOSS FROM OPERATIONS	(261,037)	(68,199)	(68,199)	(494,673)
OTHER INCOME (EXPENSE)
Interest expenses	(1,296)			(2,514)
Other income (expense)	(8,180)			4,910
Total Other Income (Expense)	(9,476)			2,396
LOSS BEFORE INCOME TAXES	$ (270,513)	$ (68,199)	$ (68,199)	$ (492,277)
Provision for income taxes
NET LOSS	$ (270,513)	$ (68,199)	$ (68,199)	$ (492,277)
STATEMENTS OF COMPREHENSIVE LOSS
NET LOSS	(270,513)	(68,199)	(68,199)	(492,277)
Other Comprehensive loss:
Foreign currency translation adjustments	13,989	406	406	(1,734)
TOTAL COMPREHENSIVE LOSS	$ (256,524)	$ (67,793)	$ (67,793)	$ (494,011)
Basic and Diluted Income per Common Share (in dollars per share)	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.02)
Basic and Diluted Weighted Average Common Shares Outstanding (in shares)	27,536,815	14,908,438	12,044,955	26,045,792

Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance at Oct. 26, 2014
Balance (in shares) at Oct. 26, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 1,491	$ 269,246			$ 270,737
Issuance of common stock (in shares)	14,908,438
Net loss			$ (474,037)		(474,037)
Foreign currency translation adjustments				$ (17,112)	(17,112)
Balance at Jul. 31, 2015	$ 1,491	269,246	(474,037)	(17,112)	$ (220,412)
Balance (in shares) at Jul. 31, 2015	14,908,438				14,908,438
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recapitalization	$ 1,225	37,853			$ 39,078
Recapitalization (in shares)	12,245,238
Issuance of common stock	$ 46	405,533			$ 405,579
Issuance of common stock (in shares)	462,420				462,420
Net loss			(492,277)		$ (492,277)
Foreign currency translation adjustments				(1,734)	(1,734)
Balance at Jan. 31, 2016	$ 2,762	$ 712,632	$ (966,314)	$ (18,846)	$ (269,766)
Balance (in shares) at Jan. 31, 2016	27,616,096				27,616,096

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Jan. 31, 2015	Jan. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (68,199)	$ (492,277)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,502
Other income adjusted with short-term loan		(12,139)
Management fees accrued - related party		60,000
Changes in operating assets and liabilities:
Accounts receivable		(1,083)
Prepaid expenses and other deposits	$ (1,145)	(117)
Other assets	(5,580)	(3,288)
Accounts payable and accrued liabilities	47,145	(23,566)
Accrued interest		2,514
Net cash used in operating activities	(27,779)	(468,454)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment	(3,768)	(9,905)
Purchase of intangible assets	(31,343)
Net cash used in investing activities	(35,111)	(9,905)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash	124,639	405,579
Proceeds from related parties		16,822
Proceeds from short-term loans		67,097
Repayment to related parties		(46,267)
Net cash provided by financing activities	124,639	443,231
Effects on changes in foreign exchange rate	406	(2,681)
Net (decrease) increase in cash and cash equivalents	62,155	(37,809)
Cash and cash equivalents - beginning of period		53,472
Cash and cash equivalents - end of period	$ 62,155	$ 15,663
Supplemental Cash Flow Disclosures
Cash paid for interest
Cash paid for income taxes
Non-cash financing and investing activities
Short-term loans reclassified as inter-company loans		$ 164,730
Related party loans assumed in reverse acquisition		$ 101,095
Loan from related party	$ 22,114
Common shares issued for intangible assets and receivables	$ 144,898
Prepaid asset assumed in reverse acquisition		$ 16,310
Accounts payable assumed in reverse acquisition		$ 40,867

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jan. 31, 2016
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.   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, 2014, 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 assets acquired and liabilities assumed were $181,040 and $141,962, respectively. 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, Malta 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.   Incorporated in 2014, Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jan. 31, 2016
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 8-K/A for the fiscal year ended July 31, 2015 filed on February 8, 2016.   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.   Result of the six months ended January 31, 206 are not necessarily indicative of the results that may be expected for the year ended July 31, 2016 and any other future periods.   Going Concern Matters   At January 31, 2016, the Company had $15,663 in cash on hand, had incurred a net loss of $492,277 and used $468,454 in cash for operating activities for the period ended January 31, 2016.  In addition, the Company had negative working capital (current liabilities exceeded current asset) of $282,947.   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:   i)   Assets and liabilities at the rate of exchange in effect at the balance sheet date. ii)   Equities at historical rate iii)   Revenue and expense items at the average rate of exchange prevailing during the period.   Adjustments arising from such translations are included in accumulated other comprehensive income (loss) 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.   Basic and Diluted Earnings (Loss) Per Share   Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of January 31, 2016 and July 31, 2015.   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	6 Months Ended
	Jan. 31, 2016
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 January 31, 2016 and July 31, 2015, the Company has $15,663 and $53,472 cash and cash equivalent respectively.

OTHER CURRENT ASSETS	6 Months Ended
	Jan. 31, 2016
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 January 31, 2016 and July 31, 2015, the Company has $10,570 and $7,282 VAT receivable from the Malta government, respectively.

PROPERTY AND EQUIPMENT	6 Months Ended
	Jan. 31, 2016
Property, Plant and Equipment [Abstract]
EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT       January 31,     July 31,       2016     2015   Cost             IT Equipment   $ 10,556     $ 6,593   Furniture     5,866       -         16,422       6,593   Depreciation     (3,241 )     (1,786 ) Balance   $ 13,181     $ 4,807     The equipment comprised of IT and other equipment with an estimated average useful life of 4 years. The Company recorded $1,502 and $0 as depreciation expenses for the six months ended January 31, 2016 and 2015, respectively. The Company recorded $664 and $0 as depreciation expenses for the three months ended January 31, 2016 and 2015, respectively.

ACCOUNTS PAYABLE AND ACCRUED LIABILITES	6 Months Ended
	Jan. 31, 2016
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:       January 31,     July 31,       2016     2015   Trade payable   $ 42,094     $ 271   Accrued liabilities     21,651       46,115   Accrued interest     3,843       1,387       $ 67,588     $ 47,773

SHORT-TERM LOANS	6 Months Ended
	Jan. 31, 2016
Short-term Debt [Abstract]
SHORT-TERM LOANS	NOTE 7 – SHORT-TERM LOANS   The Company’s short-term loans consist of the following:       January 31,     July 31,       2016     2015                 Short-term loans from Deep Blue Trading   $ 94,473     $ 64,026   Short-term loans from Galloway     23,785       -   Loans from Steampunk Wizards, Inc.     -       164,730       $ 118,258     $ 228,756     The Deep Blue Trading loans are secured, bears interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. The Galloway loans were borrowed from a shareholder, who has approximately 1% of the Company’s common shares. The Galloway loans are unsecured, bears interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. During the three and six months ended January 31, 2016, the Company accrued interest of $1,296 and $2,514, respectively.   On July 16, 2015, Steampunk Wizards, Inc. entered into a share exchange agreement with Malta Co. The exchange was closed on August 21, 2015. As a result of the exchange of Malta Co. 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 January 31, 2016.

DUE TO RELATED PARTIES	6 Months Ended
	Jan. 31, 2016
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 former Chief Executive Officer (“CEO”) of the Company through the share exchange transaction. During the period ended January 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $46,267 to the former 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 former CEO for management services. Accordingly, $60,000 management fees for the period ended January 31, 2016, were accrued as amount due to related parties. As at January 31, 2016, the Company owed $131,650 to the former CEO.   As at January 31, 2016 and July 31, 2015, the Company owed $21,864 and $22,114 to a shareholder of the Company. The decrease in due to this shareholder was due to change of foreign exchange rate. This loan is non-interest bearing and due on demand.   During the three and six months ended January 31, 2016, a company, which is owned by the Company’s chief technology officer, provided management services of $22,028 and $46,810 to the Company, respectively. As at January 31, 2016 and July 31, 2015, $15,787 and $1,042 due to this company was included in accounts payable and accrued liabilities, respectively.

EQUITY	6 Months Ended
	Jan. 31, 2016
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 January 31, 2016 and July 31, 2015.   Common Stock   During the six month period ended January 31, 2016, the Company issued 462,420 shares for cash of $405,579.   On October 22, 2015, we received an investment of $50,000 from an unrelated party for issuance of 50,269 shares of common stock which we disclosed in the Form 10-Q for the period ended October 31, 2015. However, due to unexpected delay and calculation error, 42,735 shares (included in 462,420 above) were issued by the Company on January 29, 2016 to this investor. The remaining 7,534 shares owed under this investment were issued on March 4, 2016.   There were 27,616,096 and 14,908,438 shares of common stock issued and outstanding as of January 31, 2016 and July 31, 2015, respectively.

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jan. 31, 2016
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 January 31, 2016.   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.

SUBSEQUENT EVENTS	6 Months Ended
	Jan. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 -SUBSEQUENT EVENTS   Subsequent to January 31, 2016, 7,534 Short shares was issued by the Company for cash received during the six months ended January 31, 2016.   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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jan. 31, 2016
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 8-K/A for the fiscal year ended July 31, 2015 filed on February 8, 2016.   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.   Result of the six months ended January 31, 206 are not necessarily indicative of the results that may be expected for the year ended July 31, 2017 and any other future periods.
Going Concern Matters	Going Concern Matters   At January 31, 2016, the Company had $15,663 in cash on hand, had incurred a net loss of $492,277 and used $516,315 in cash for operating activities for the period ended January 31, 2016.  In addition, the Company had negative working capital (current liabilities exceeded current asset) of $269,766.   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	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:   i) Assets and liabilities at the rate of exchange in effect at the balance sheet date. ii) Equities at historical rate iii) Revenue and expense items at the average rate of exchange prevailing during the period.   Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in shareholders’ equity.
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.
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.
Basic and Diluted Earnings (Loss) Per Share	Basic and Diluted Earnings (Loss) Per Share   Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of January 31, 2016 and July 31, 2015.
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.

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jan. 31, 2016
Property, Plant and Equipment [Abstract]
Schedule of equipment	January 31,     July 31,       2016     2015   Cost           IT Equipment   $ 10,556     $ 6,593     Furniture     5,866       -         16,422       6,593   Depreciation     (3,241 )     (1,786 ) Balance   $ 13,181     $ 4,807

ACCOUNTS PAYABLE AND ACCRUED LIABILITES (Tables)	6 Months Ended
	Jan. 31, 2016
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued liabilities	January 31,     July 31,       2016     2015   Trade payable   $ 42,094     $ 271   Accrued liabilities     21,651       46,115   Accrued interest     3,843       1,387       $ 67,588     $ 47,773

SHORT-TERM LOANS (Tables)	6 Months Ended
	Jan. 31, 2016
Short-term Debt [Abstract]
Schedule of short-term loans	January 31,     July 31,       2016     2015   Short-term loans from Deep Blue Trading   $ 94,473     $ 64,026   Short-term loans from Galloway     23,785       -   Loans from Steampunk Wizards Inc.     -       164,730       $ 118,258     $ 228,756

ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - Share exchange agreement (the "Exchange Agreement") - Steampunk Wizards Ltd.	1 Months Ended
	Jul. 16, 2015 USD ($) 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%
Assets acquired assume | $	$ 181,040
Liabilities acquired assumed | $	$ 141,962
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			6 Months Ended	9 Months Ended
	Jan. 31, 2016	Jan. 31, 2015	Jan. 31, 2015	Jan. 31, 2016	Jul. 31, 2015
Accounting Policies [Abstract]
Cash on hand	$ 15,663	$ 62,155	$ 62,155	$ 15,663	$ 53,472
Net loss	(270,513)	$ (68,199)	(68,199)	(492,277)	$ (474,037)
Cash used for operating activities			$ (27,779)	(468,454)
Working capital deficit	$ 282,947			$ 282,947

CASH AND CASH EQUIVALENTS (Detail Textuals) - USD ($)	Jan. 31, 2016	Jul. 31, 2015	Jan. 31, 2015
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 15,663	$ 53,472	$ 62,155

OTHER CURRENT ASSETS (Detail Textuals) - USD ($)	Jan. 31, 2016	Jul. 31, 2015
Other Assets [Abstract]
VAT receivable	$ 10,570	$ 7,282

PROPERTY AND EQUIPMENT (Details) - USD ($)	Jan. 31, 2016	Jul. 31, 2015
Property, Plant and Equipment [Line Items]
Cost	$ 16,422	$ 6,593
Depreciation	(3,241)	(1,786)
Balance	13,181	4,807
IT Equipment
Property, Plant and Equipment [Line Items]
Cost	10,556	$ 6,593
Furniture
Property, Plant and Equipment [Line Items]
Cost	$ 5,866

PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($)	3 Months Ended		6 Months Ended	18 Months Ended
	Jan. 31, 2016	Jan. 31, 2015	Jan. 31, 2016	Jan. 31, 2016
Property, Plant and Equipment [Abstract]
Estimated average useful life			4 years
Depreciation	$ 664		$ 1,502	$ 0

ACCOUNTS PAYABLE AND ACCRUED LIABILITES (Details) - USD ($)	Jan. 31, 2016	Jul. 31, 2015
Payables and Accruals [Abstract]
Trade payable	$ 42,094	$ 271
Accrued liabilities	21,651	46,115
Accrued interest	3,843	1,387
Accounts payable and accrued liabilities	$ 67,588	$ 47,773

SHORT-TERM LOANS (Details) - USD ($)	Jan. 31, 2016	Jul. 31, 2015
Short-term Debt [Line Items]
Short-term loans	$ 118,258	$ 228,756
Deep Blue Trading
Short-term Debt [Line Items]
Short-term loans	94,473	$ 64,026
Galloway loan
Short-term Debt [Line Items]
Short-term loans	$ 23,785
Steampunk Wizards Ltd.
Short-term Debt [Line Items]
Short-term loans		$ 164,730

SHORT-TERM LOANS (Detail Textuals)	3 Months Ended	6 Months Ended
	Jan. 31, 2016 USD ($)	Jan. 31, 2016 USD ($)	Jul. 16, 2015 USD ($)	Jul. 16, 2015 EUR (€)
Short-term Debt [Line Items]
Interest Expense	$ 1,296	$ 2,514
Deep Blue Trading
Short-term Debt [Line Items]
Interest rate	7.00%	7.00%
Interest Expense	$ 1,296	$ 2,514
Galloway loan
Short-term Debt [Line Items]
Interest rate	7.00%	7.00%
Percentage of common share	1.00%	1.00%
Share exchange agreement (the "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	6 Months Ended
	Mar. 01, 2014	Jan. 31, 2016	Jan. 31, 2016	Aug. 21, 2015	Jul. 31, 2015
Related Party Transaction [Line Items]
Payments to related parties			$ 46,267
Due to related parties		$ 153,514	153,514		$ 22,114
Chief technology officer
Related Party Transaction [Line Items]
Value for management services		22,028	46,810
Chief technology officer | Accounts payable and accrued liabilities
Related Party Transaction [Line Items]
Value for management services		15,787	1,042
Majority shareholder
Related Party Transaction [Line Items]
Due to related parties		21,864	21,864		$ 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			16,822
Payments to related parties			46,267
Accrued management fees			60,000
Due to related parties		$ 131,650	$ 131,650
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	6 Months Ended
	Jan. 31, 2015	Jan. 31, 2016	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
Number of shares issued for cash		462,420
Proceeds from the sale of common stock	$ 124,639	$ 405,579
Common stock, shares issued		27,616,096	14,908,438
Common stock, shares outstanding		27,616,096	14,908,438

COMMITMENTS AND CONTINGENCIES (Detail Textuals) - Central Garage Ltd	Jul. 02, 2015 EUR (€)
Commitments And Contingencies [Line Items]
Term of lease agreement	1 year
Monthly rent payments	€ 1,200

SUBSEQUENT EVENTS (Detail Textuals)	6 Months Ended
	Jan. 31, 2016 shares
Subsequent Events [Abstract]
Short shares issued for cash	7,534