Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 30, 2015 | Jun. 05, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Umatrin Holding Ltd | |
Entity Central Index Key | 1317839 | |
Document Type | 10-Q | |
Document Period End Date | 30-Apr-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 58,319,100 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2016 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | ||
CURRENT ASSETS | ||||
Cash | $2,166 | $16 | ||
Total Current Assets | 2,166 | 16 | ||
TOTAL ASSETS | 2,166 | 16 | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | 1,800 | 3,312 | ||
Shareholder loans | 21,967 | |||
Total Current Liabilities | 1,800 | 25,279 | ||
Convertible notes payable, related party, net of debt discounts | 6,530 | |||
TOTAL LIABILITIES | 1,800 | 31,809 | ||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock: par value $0.00001*; 10,000,000 shares authorized; none issued | [1] | [1] | ||
Common stock: par value $0.00001*; 500,000,000 shares authorized; 58,319,100 and 33,570,000 shares issued and outstanding, respectively | 583 | [1] | 336 | [1] |
Additional paid-In capital | 2,042,514 | 1,988,790 | ||
Accumulated deficit | -2,042,731 | -2,020,919 | ||
Total Stockholders' Deficit | 366 | [1] | -31,793 | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $2,166 | $16 | ||
[1] | Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Par value | $0.00 | $0.00 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock, Par value | $0.00 | $0.00 |
Common stock, Authorized | 500,000,000 | 500,000,000 |
Common stock, Issued | 58,319,100 | 33,570,000 |
Common stock, Outstanding | 58,319,100 | 33,570,000 |
STATEMENTS_OF_OPERATIONS_unaud
STATEMENTS OF OPERATIONS (unaudited) (USD $) | 3 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Statements Of Operations | ||
REVENUE | ||
OPERATING EXPENSES: | ||
Professional Fees | 3,760 | 2,712 |
General and Administrative | 17,184 | 15,347 |
TOTAL OPERATING EXPENSES | 20,944 | 18,059 |
LOSS FROM OPERATIONS | -20,944 | -18,059 |
OTHER (INCOME) EXPENSES | ||
Interest Expense-Stockholder | 868 | 1,404 |
TOTAL OTHER (INCOME) EXPENSES, NET | 868 | 1,404 |
LOSS BEFORE INCOME TAXES | -21,812 | -19,463 |
INCOME TAXES | ||
NET LOSS | ($21,812) | ($19,463) |
Net Loss Per Common Share - basic & diluted | $0 | $0 |
Weighted Average Common Shares Outstanding: | 35,314,812 | 33,750,000 |
STATEMENTS_OF_STOCKHOLDERS_DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Beginning Balance, Amount at Jan. 31, 2013 | [1] | $336 | $1,693,165 | ($1,845,695) | ($152,194) |
Beginning Balance, Shares at Jan. 31, 2013 | 33,570,000 | ||||
Interest as in-kind contribution | 4,207 | 4,207 | |||
Stock options expense | 62,892 | 62,892 | |||
Beneficial conversion | 164,994 | 164,994 | |||
Net Loss | -88,848 | -88,848 | |||
Ending Balance, Amount at Jan. 31, 2014 | [1] | 336 | 1,925,258 | -1,936,126 | -10,532 |
Ending Balance, Shares at Jan. 31, 2014 | 33,570,000 | ||||
Interest as in-kind contribution | 590 | 590 | |||
Stock options expense | 62,942 | 62,942 | |||
Net Loss | -84,793 | -84,793 | |||
Ending Balance, Amount at Jan. 31, 2015 | [1] | 336 | 2,000,194 | -2,020,919 | -31,793 |
Beginning Balance, Shares at Jan. 31, 2015 | 33,570,000 | ||||
Issuance of stock for promissory notes, Shares | 24,719,100 | ||||
Issuance of stock for promissory notes, Amount | 247 | 247 | |||
Interest as in-kind contribution | 868 | 868 | |||
Stock options expense | 15,865 | 15,865 | |||
Forgiveness related party advance | 30,708 | 30,708 | |||
Net Loss | -21,812 | -21,812 | |||
Ending Balance, Amount at Apr. 30, 2015 | [1] | $583 | $2,042,514 | ($2,042,731) | $366 |
Ending Balance, Shares at Apr. 30, 2015 | 58,319,100 | ||||
[1] | Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015 |
STATEMENTS_OF_CASH_FLOWS_unaud
STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 3 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($21,812) | ($19,463) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest contribution | 868 | 1,404 |
Stock options issued for compensation | 15,865 | 15,347 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | -1,512 | -665 |
Shareholder advances | 8,741 | 3,300 |
Convertible notes payable-Related party | ||
Net cash provided by operating activities | 2,150 | -77 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash flows provided by (used in) investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - stockholder | ||
Proceeds from sale of common shares | ||
Net cash flows provided by financing activities | ||
NET CHANGE IN CASH | 2,150 | -77 |
CASH BALANCE AT BEGINNING OF PERIOD | 16 | 91 |
CASH BALANCE AT END OF PERIOD | 2,166 | 14 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH DISCLOSURE: | ||
Forgiven convertible notes | $30,708 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Note 1. ORGANIZATION | Umatrin Holding Limited Golden Opportunities Corporation (the “Company) was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with The Company. |
The financial statements have been prepared in conformity with generally accepted accounting principles in the United States. | |
We have not generated any operating revenue and have a negative cash flow from operations. We expect to generate operating losses during some or all of our planned development stage. These factors raise substantial doubt about our ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||
Apr. 30, 2015 | |||||
Notes to Financial Statements | |||||
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of presentation | ||||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended January and notes thereto. | |||||
The results of operations for the three month period ended April 30, 2015 are not necessarily indicative of the results for the full fiscal year ending January 31, 2016. | |||||
Use of estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||
Fiscal year end | |||||
The Company upon its formation elected January 31 as its fiscal year. | |||||
Cash equivalents | |||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were $2,166 and $16 at April 30, 2015 and January 31, 2015, respectively. | |||||
Cash flows reporting | |||||
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. | |||||
Commitments and contingencies | |||||
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at April 30, 2015 and January 31, 2015. | |||||
Fair value of financial instruments | |||||
The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | |||||
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments consist of accrued expenses and shareholder loans. | |||||
Deferred Income taxes and valuation allowance | |||||
We follow ASC 740, Income Taxes. We record deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. We recognize the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||
A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. | |||||
There were no recognized deferred tax assets or liabilities at April 30, 2015 or January 31, 2015. | |||||
Earnings (Loss) per share | |||||
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | |||||
The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 through April 30, 2015 as they were anti-dilutive. | |||||
Number of potentially outstanding dilutive shares | |||||
through April 30 2015 | |||||
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance | 8,000,000 | ||||
Convertible notes payable (2 of equal face value), to the officer of the Company with a conversion prices of $.01 and $.005, with maturity date of September 15, 2023 | 24,749,100 | ||||
Total potentially outstanding dilutive shares | 32,749,100 | ||||
Related parties | |||||
The Company follows ASC 850, Related Party Disclosures,for the identification of related parties and disclosure of related party transactions. | |||||
Share-based expense | |||||
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values at the date of grant. | |||||
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instruments issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. | |||||
The fair value of share options or similar instrument awards is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||
· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company will use historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a thinly traded public entity. | ||||
· | Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||
· | Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option. | ||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. | ||||
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | |||||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity –based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||||
Share-based expense for the periods ended January 31, 2015 and 2014 were both $0. | |||||
Risks and Uncertainties | |||||
The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Note 3. GOING CONCERN | As reflected in the accompanying financial statements, the Company has earned no revenues and at April 30, 2015 had accumulated a deficit of $2,042,514. The Company has a current year net loss of $21,812. |
While the Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. | |
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
RECENTLY_ISSUED_ACCOUNTING_PRO
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Note 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. | |
In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction form the carrying amount of the related debt liability. This treatment is consistent with the treatment of debt discounts. Recognition and measurement guidance for debt issuance costs remain unchanged by this update. Early adoption is permitted, but not required; for financial statements that have not been previously issued. At this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. | |
In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required; at this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. | |
In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. | |
In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendment may be applied both prospectively and retrospectively. Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. | |
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted, but not required; at this time we are not early adopting. As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations. | |
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore, there is no expected impact on our financial statements or results of operations. | |
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). We early adopted this pronouncement in the period ended July 31, 2014. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | ||||||||||||||||||||||||||
Apr. 30, 2015 | |||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||
Note 5. RELATED PARTY TRANSACTIONS | Shareholder Advances | ||||||||||||||||||||||||||
In support of the Company’s efforts and cash requirements, it has relied on advances from the majority shareholder and sole officer until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by this shareholder. Shareholder advances were used to fund current operating expenses through advances or amounts paid on behalf of the Company in satisfaction of liabilities. During the periods ended April 30 and January 31, 2015 and 2014 the Company’s sole officer advanced a total of $8,741 and $14,467, respectively. Shareholder advances totalled $0 at April 30, 2015 and $21,967 at January 31, 2015. Shareholder advances totalling $30,708 were forgiven by our former controlling shareholder and recorded as contributions to capital. | |||||||||||||||||||||||||||
Shareholder advances are non-interest bearing. The Company has recognized interest expense on advances, in the amounts of $590 and $4,207 for the years ending January 31, 2015 and 2014, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital. | |||||||||||||||||||||||||||
Convertible Notes Payable | |||||||||||||||||||||||||||
On September 15, 2013, $164,994 of shareholder loans payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. They are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. | |||||||||||||||||||||||||||
Equity | |||||||||||||||||||||||||||
In 2011 the Company issued an option to purchase 8,000,000 common shares at $0.10 per share, to an officer of the company for compensation. | |||||||||||||||||||||||||||
Summary of Compensation Expense-Options | |||||||||||||||||||||||||||
Date | Projected Fair Value on Date of Grant | Expense | Expense | True-up | Cumulative Reported Expense | Unrecognized Compensation | Weighted Average Period to Recognize Unrecognized Compensation Years | ||||||||||||||||||||
Reported | projected | Amount | |||||||||||||||||||||||||
7/30/11 | 504,024 | 504,024 | 7 | ||||||||||||||||||||||||
1/31/12 | 16,053 | 31,933 | 472,091 | 6.5 | |||||||||||||||||||||||
1/31/13 | 61,132 | (43 | ) | 95,065 | 408,959 | 5.5 | |||||||||||||||||||||
1/31/14 | 62,891 | 43 | 157,957 | 346,067 | 4.5 | ||||||||||||||||||||||
1/31/15 | 62,941 | 220,898 | 283,126 | 3.5 | |||||||||||||||||||||||
4/30/15 | 15,865 | 236,763 | 267,261 | 3.25 | |||||||||||||||||||||||
Other | |||||||||||||||||||||||||||
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements. |
CONVERTIBLE_NOTE_PAYABLE
CONVERTIBLE NOTE PAYABLE | 3 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Note 6. CONVERTIBLE NOTE PAYABLE | On September 15, 2013, $164,994 of shareholder advances payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. They are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023. |
The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method. | |
The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | ||||||||||||||||||||
Apr. 30, 2015 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Note 7. STOCKHOLDERS' EQUITY | In February 20, 2015 the majority shareholders voted on and approved an increase of the number of authorized common shares from 100,000,000 to 500,000,000 and a decrease in par value from $0.001to $0.00001. The majority shareholders also voted on and approved a designation of 10,000,000 preferred shares with no series and a par value of $0.00001. The financial statements presented have been retroactively restated to present the change in authorized and par value. | ||||||||||||||||||||
Equity –Common Stock | |||||||||||||||||||||
On March 29, 2015, the Company issued 16,499,400 shares at $0.005 a share and totalling $82,497 and 8,249,700 shares at $0.01 a share and totalling $82,497 as conversions of two promissory notes payable for past advances and loans. See Note 5. | |||||||||||||||||||||
Equity – Additional Paid-In Capital | |||||||||||||||||||||
The Company has recognized interest expense on advances, in the amounts of $590 for the year ending January 31, 2015. This amount was recognized as interest expense and a corresponding contribution to capital. | |||||||||||||||||||||
Stock options | |||||||||||||||||||||
On July 30, 2011, the Company issued an option to purchase 8,000,000 common shares to an officer of the Company in consideration for services at $0.10 per share valued at nil on the date of grant as compensation. | |||||||||||||||||||||
The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||||||||||
July 30, | |||||||||||||||||||||
2011 | |||||||||||||||||||||
Expected option life (year) | 8 | ||||||||||||||||||||
Expected volatility | 58.62 | %* | |||||||||||||||||||
Expected dividends | 0 | % | |||||||||||||||||||
Risk-free rate(s) | 2.32 | % | |||||||||||||||||||
_______________ | |||||||||||||||||||||
* As a thinly traded public entity, it is not practicable for it to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies’ historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies’ historical volatility as its expected volatility. | |||||||||||||||||||||
The fair value of the stock options issued on July 30, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended April 30 and January 31, 2015, $15,865 and $62,892 respectively, was recognized as compensation cost for stock options issued. | |||||||||||||||||||||
The table below summarizes the Company’s stock option activities through April 30, 2015: | |||||||||||||||||||||
Number of | Exercise Price Range Per Share | Weighted Average | Fair Value at Date of Grant | Aggregate Intrinsic Value | |||||||||||||||||
Option Shares | Exercise Price | ||||||||||||||||||||
Balance, February 1, 2014 | 8,000,000 | $ | 0.1 | $ | 0.1 | $ | 504,024 | $ | - | ||||||||||||
Granted | - | - | - | - | |||||||||||||||||
Canceled | - | - | - | - | |||||||||||||||||
Exercised | - | - | - | - | |||||||||||||||||
Expired | - | - | - | - | |||||||||||||||||
Balance, January 31, 2015 | 8,000,000 | $ | 0.1 | $ | 0.1 | $ | 504,024 | $ | - | ||||||||||||
Vested and exercisable, January 31, 2015 | 2,000,000 | $ | 0.1 | $ | 0.1 | - | $ | - | |||||||||||||
Unvested, January 31, 2015 | 6,000,000 | $ | 0.1 | $ | 0.1 | - | $ | - | |||||||||||||
Unvested, April 30, 2015 | 6,000,000 | $ | 0.1 | $ | 0.1 | - | $ | - |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Notes to Financial Statements | ||||||||
NOTE 8. INCOME TAXES | The Company has not recognized an income tax benefit for its domestic operating losses based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. | |||||||
As of April 30 and January 31, 2015, the Company has incurred domestic net losses of $2,042,731 and $2,020,919, which constitute net operating losses for income tax purposes and results in a deferred tax asset. NOLs begin expiring in 2025. The losses result in a deferred tax asset and an equal valuation allowance of: | ||||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
Deferred tax asset, generated from net operating loss at statutory rates | $ | 306,400 | $ | 303,100 | ||||
Valuation allowance | (306,400 | ) | (303,100 | ) | ||||
$ | — | $ | — | |||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows: | ||||||||
Federal income tax rate | 15 | % | ||||||
Increase in valuation allowance | (15.0 | %) | ||||||
Effective income tax rate | 0 | % |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Note 9. SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||
Apr. 30, 2015 | |||||
Summary Of Significant Accounting Policies Policies | |||||
Basis of presentation | The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended January and notes thereto. | ||||
The results of operations for the three month period ended April 30, 2015 are not necessarily indicative of the results for the full fiscal year ending January 31, 2016. | |||||
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||||
Fiscal year end | The Company upon its formation elected January 31 as its fiscal year. | ||||
Cash equivalents | The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were $2,166 and $16 at April 30, 2015 and January 31, 2015, respectively. | ||||
Cash flows reporting | The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. | ||||
Commitments and contingencies | The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at April 30, 2015 and January 31, 2015. | ||||
Fair value of financial instruments | The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | ||||
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments consist of accrued expenses and shareholder loans. | |||||
Deferred Income taxes and valuation allowance | We follow ASC 740, Income Taxes. We record deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. We recognize the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. | ||||
A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. | |||||
There were no recognized deferred tax assets or liabilities at April 30, 2015 or January 31, 2015. | |||||
Earnings (Loss) per share | The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | ||||
The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 through April 30, 2015 as they were anti-dilutive. | |||||
Number of potentially outstanding dilutive shares | |||||
through April 30 2015 | |||||
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance | 8,000,000 | ||||
Convertible notes payable (2 of equal face value), to the officer of the Company with a conversion prices of $.01 and $.005, with maturity date of September 15, 2023 | 24,749,100 | ||||
Total potentially outstanding dilutive shares | 32,749,100 | ||||
Related parties | The Company follows ASC 850, Related Party Disclosures,for the identification of related parties and disclosure of related party transactions. | ||||
Share-based Expense | ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values at the date of grant. | ||||
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instruments issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. | |||||
The fair value of share options or similar instrument awards is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||
· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company will use historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a thinly traded public entity. | ||||
· | Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||
· | Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option. | ||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. | ||||
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | |||||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity –based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||||
Share-based expense for the periods ended January 31, 2015 and 2014 were both $0. | |||||
Risks and Uncertainties | The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||
Apr. 30, 2015 | |||||
Summary Of Significant Accounting Policies Tables | |||||
Number of potentially outstanding dilutive shares | The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 through April 30, 2015 as they were anti-dilutive. | ||||
Number of potentially outstanding dilutive shares | |||||
through April 30 2015 | |||||
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance | 8,000,000 | ||||
Convertible notes payable (2 of equal face value), to the officer of the Company with a conversion prices of $.01 and $.005, with maturity date of September 15, 2023 | 24,749,100 | ||||
Total potentially outstanding dilutive shares | 32,749,100 |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Apr. 30, 2015 | |||||||||||||||||||||||||||
Related Party Transactions Tables | |||||||||||||||||||||||||||
Summary of compensation expense | Summary of Compensation Expense-Options | ||||||||||||||||||||||||||
Date | Projected Fair Value on Date of Grant | Expense | Expense | True-up | Cumulative Reported Expense | Unrecognized Compensation | Weighted Average Period to Recognize Unrecognized Compensation Years | ||||||||||||||||||||
Reported | projected | Amount | |||||||||||||||||||||||||
7/30/11 | 504,024 | 504,024 | 7 | ||||||||||||||||||||||||
1/31/12 | 16,053 | 31,933 | 472,091 | 6.5 | |||||||||||||||||||||||
1/31/13 | 61,132 | (43 | ) | 95,065 | 408,959 | 5.5 | |||||||||||||||||||||
1/31/14 | 62,891 | 43 | 157,957 | 346,067 | 4.5 | ||||||||||||||||||||||
1/31/15 | 62,941 | 220,898 | 283,126 | 3.5 | |||||||||||||||||||||||
4/30/15 | 15,865 | 236,763 | 267,261 | 3.25 |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||||||||||||||
Apr. 30, 2015 | |||||||||||||||||||||
Stockholders Equity Tables | |||||||||||||||||||||
Fair value of the option grant | The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||||||||
July 30, | |||||||||||||||||||||
2011 | |||||||||||||||||||||
Expected option life (year) | 8 | ||||||||||||||||||||
Expected volatility | 58.62 | %* | |||||||||||||||||||
Expected dividends | 0 | % | |||||||||||||||||||
Risk-free rate(s) | 2.32 | % | |||||||||||||||||||
Stock option activities | The table below summarizes the Company’s stock option activities through April 30, 2015: | ||||||||||||||||||||
Number of | Exercise Price Range Per Share | Weighted Average | Fair Value at Date of Grant | Aggregate Intrinsic Value | |||||||||||||||||
Option Shares | Exercise Price | ||||||||||||||||||||
Balance, February 1, 2014 | 8,000,000 | $ | 0.1 | $ | 0.1 | $ | 504,024 | $ | - | ||||||||||||
Granted | - | - | - | - | |||||||||||||||||
Canceled | - | - | - | - | |||||||||||||||||
Exercised | - | - | - | - | |||||||||||||||||
Expired | - | - | - | - | |||||||||||||||||
Balance, January 31, 2015 | 8,000,000 | $ | 0.1 | $ | 0.1 | $ | 504,024 | $ | - | ||||||||||||
Vested and exercisable, January 31, 2015 | 2,000,000 | $ | 0.1 | $ | 0.1 | - | $ | - | |||||||||||||
Unvested, January 31, 2015 | 6,000,000 | $ | 0.1 | $ | 0.1 | - | $ | - | |||||||||||||
Unvested, April 30, 2015 | 6,000,000 | $ | 0.1 | $ | 0.1 | - | $ | - |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Income Taxes Tables | ||||||||
Deferred tax assets | The losses result in a deferred tax asset and an equal valuation allowance of: | |||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
Deferred tax asset, generated from net operating loss at statutory rates | $ | 306,400 | $ | 303,100 | ||||
Valuation allowance | (306,400 | ) | (303,100 | ) | ||||
$ | — | $ | — | |||||
Reconciliation of the effective income tax rate to the federal statutory rate | The reconciliation of the effective income tax rate to the federal statutory rate is as follows: | |||||||
Federal income tax rate | 15 | % | ||||||
Increase in valuation allowance | (15.0 | %) | ||||||
Effective income tax rate | 0 | % |
ORGANIZATION_Details_Narrative
ORGANIZATION (Details Narrative) | 3 Months Ended |
Apr. 30, 2015 | |
Organization Details Narrative | |
Company incorporation state | State of Delaware |
Company Incorporation Date | 2-Feb-05 |
SUMMARY_OF_SIGNIFICANT_ACCONTI
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details) | 123 Months Ended |
Apr. 30, 2015 | |
Summary Of Significant Acconting Policies Details | |
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance | 8,000,000 |
Convertible notes payable (2 of equal face value), to the officer of the Company with a conversion prices of $.01 and $.005, with maturity date of September 15, 2023 | 24,749,100 |
Total potentially outstanding dilutive shares | 32,749,100 |
SUMMARY_OF_SIGNIFICANT_ACCONTI1
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details Narrative) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
Summary Of Significant Acconting Policies Details Narrative | ||
Cash and cash equivalents | $2,166 | $16 |
Commitments or contingencies |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Going Concern Details Narrative | ||||
Accumulated deficit | $2,042,514 | |||
Net loss | $21,812 | $19,463 | $84,793 | $88,848 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended |
Apr. 30, 2015 | |
Compensation Expense 1 [Member] | |
Compensation expense date | 7/30/11 |
Projected Fair Value on Date of Grant | $504,024 |
Expense Reported | |
Expense Projected | |
True-Up Amount | |
Cumulative Reported Expense | |
Unrecognized Compensation | 504,024 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 7 years |
Compensation Expense 2 [Member] | |
Compensation expense date | 1/31/12 |
Projected Fair Value on Date of Grant | |
Expense Reported | 16,053 |
Expense Projected | |
True-Up Amount | |
Cumulative Reported Expense | 31,933 |
Unrecognized Compensation | 472,091 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 6 years 6 months |
Compensation Expense 3 [Member] | |
Compensation expense date | 1/31/13 |
Projected Fair Value on Date of Grant | |
Expense Reported | 61,132 |
Expense Projected | |
True-Up Amount | -43 |
Cumulative Reported Expense | 95,065 |
Unrecognized Compensation | 408,959 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 5 years 6 months |
Compensation Expense 4 [Member] | |
Compensation expense date | 1/31/14 |
Projected Fair Value on Date of Grant | |
Expense Reported | 62,891 |
Expense Projected | |
True-Up Amount | 43 |
Cumulative Reported Expense | 157,957 |
Unrecognized Compensation | 346,067 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 4 years 6 months |
Compensation Expense 5 [Member] | |
Compensation expense date | 1/31/15 |
Projected Fair Value on Date of Grant | |
Expense Reported | 62,941 |
Expense Projected | |
True-Up Amount | |
Cumulative Reported Expense | 220,898 |
Unrecognized Compensation | 283,126 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 3 years 6 months |
Compensation Expense 6 [Member] | |
Compensation expense date | 4/30/15 |
Projected Fair Value on Date of Grant | |
Expense Reported | 15,865 |
Expense Projected | |
True-Up Amount | |
Cumulative Reported Expense | 236,763 |
Unrecognized Compensation | $267,261 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 3 years 3 months |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Related Party Transactions Details Narrative | ||||
Sole officer/principal owner advanced | $8,741 | $3,300 | $14,467 | |
Shareholder advances | 21,967 | |||
Interest Expense | $590 | $4,207 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended |
Jul. 30, 2011 | |
Stockholders Equity Details | |
Expected option life (year) | 8 years |
Expected volatility | 58.62% |
Expected dividends | 0.00% |
Risk-free rate(s) | 2.32% |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Jan. 31, 2015 | |
Number of Option Shares | ||
Balance Beginning, Number of Option Shares | 8,000,000 | 8,000,000 |
Granted, Number of Option Shares | ||
Canceled, Number of Option Shares | ||
Exercised, Number of Option Shares | ||
Expired, Number of Option Shares | ||
Balance Ending, Number of Option Shares | 8,000,000 | |
Vested and exercisable, January 31, 2015 Number of Option Shares | 2,000,000 | |
Unvested at Ending, Number of Option Shares | 6,000,000 | |
Exercise Price Range Per Share | ||
Balance Beginning Exercise Price Range Per Share | $0.10 | $0.10 |
Granted Exercise Price Range Per Share | ||
Canceled Exercise Price Range Per Share | ||
Exercised Exercise Price Range Per Share | ||
Expired Exercise Price Range Per Share | ||
Balance Ending Exercise Price Range Per Share | $0.10 | |
Vested and exercisable, July 31, 2014, Exercise Price Range Per Share | $0.10 | |
Unvested at Ending Exercise Price Range Per Share | $0.10 | |
Weighted Average Exercise Price | ||
Balance Beginning Weighted Average Exercise Price | $0.10 | $0.10 |
Granted Weighted Average Exercise Price | ||
Canceled Weighted Average Exercise Price | ||
Exercised Weighted Average Exercise Price | ||
Expired Weighted Average Exercise Price | ||
Balance Ending Weighted Average Exercise Price | $0.10 | |
Vested and exercisable, July 31, 2014, Weighted Average Exercise Price | $0.10 | |
Unvested at Ending Weighted Average Exercise Price | $0.10 | |
Fair Value at Date of Grant | ||
Balance Beginning Fair Value at Date of Grant | $504,024 | $504,024 |
Granted Fair Value at Date of Grant | ||
Canceled Fair Value at Date of Grant | ||
Exercised Fair Value at Date of Grant | ||
Expired Fair Value at Date of Grant | ||
Balance Ending Fair Value at Date of Grant | 504,024 | |
Vested and exercisable, July 31, 2014, Fair Value at Date of Grant | ||
Unvested at Ending Fair Value at Date of Grant | ||
Aggregate Intrinsic Value | ||
Balance Beginning Aggregate Intrinsic Value | ||
Granted Aggregate Intrinsic Value | ||
Canceled Aggregate Intrinsic Value | ||
Exercised Aggregate Intrinsic Value | ||
Expired Aggregate Intrinsic Value | ||
Balance Ending Aggregate Intrinsic Value | ||
Vested and exercisable, July 31, 2014, Aggregate Intrinsic Value | ||
Unvested at Ending Aggregate Intrinsic Value |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Jan. 31, 2015 | Jan. 31, 2014 | |
Stockholders Equity Details Narrative | |||
Interest Expense | $590 | $4,207 | |
Compensation cost for stock options issued | $15,865 | $62,892 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
Deferred tax assets: | ||
Deferred tax asset, generated from net operating loss at statutory rates | $306,400 | $303,100 |
Valuation allowance | -306,400 | -303,100 |
Total |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 3 Months Ended |
Apr. 30, 2015 | |
Income Taxes Details 1 | |
Federal income tax rate | 15.00% |
Increase in valuation allowance | -15.00% |
Effective income tax rate | 0.00% |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 3 Months Ended | |
Apr. 30, 2015 | Jan. 31, 2015 | |
Income Taxes Details Narrative | ||
Operating loss carry - forwards, Net | $2,042,731 | $2,020,919 |
Expiry date | 2025 |