Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2015 | Oct. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Umatrin Holding Ltd | |
Entity Central Index Key | 1,317,839 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
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 | Q2 | |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jul. 31, 2015 | Jan. 31, 2015 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 4 | $ 16 | |
Total Current Assets | 4 | 16 | |
TOTAL ASSETS | 4 | 16 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 1,500 | 3,312 | |
Shareholder advance | 11,933 | 21,967 | |
Total Current Liabilities | $ 13,433 | 25,279 | |
Convertible notes payable, related party, net of debt discounts | 6,530 | ||
TOTAL LIABILITIES | $ 13,433 | $ 31,809 | |
STOCKHOLDERS' DEFICIT | |||
Preferred stock: par value $0.00001*; 10,000,000 shares authorized; none issued | [1] | ||
Common stock: par value $0.00001*; 500,000,000 shares authorized; 58,319,100 and 33,570,000 shares issued and outstanding, respectively | [1] | $ 583 | $ 336 |
Additional paid-In capital | 2,058,980 | 1,988,790 | |
Accumulated deficit | (2,072,992) | (2,020,919) | |
Total Stockholders' Deficit | [1] | 13,429 | (31,793) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4 | $ 16 | |
[1] | Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2015 | Jan. 31, 2015 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Par value | $ 0.00001 | $ 0.00001 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock, Par value | $ 0.00001 | $ 0.00001 |
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 | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Statements Of Operations | ||||
REVENUE | ||||
OPERATING EXPENSES: | ||||
Professional Fees | $ 10,500 | $ 1,976 | $ 14,260 | $ 4,688 |
General and Administrative | 18,844 | 15,880 | 36,028 | 31,227 |
TOTAL OPERATING EXPENSES | 29,344 | 17,856 | 50,288 | 35,915 |
LOSS FROM OPERATIONS | $ (29,344) | (17,856) | (50,288) | (35,915) |
OTHER INCOME (EXPENSES) | ||||
Imputed Interest Expense | (1,451) | (868) | (2,855) | |
Interest Expense-Beneficial Conversion | (1,205) | (917) | (2,305) | |
TOTAL OTHER (INCOME) EXPENSES, NET | (2,656) | (1,785) | (5,160) | |
LOSS BEFORE INCOME TAXES | $ (29,344) | $ (20,512) | $ (52,073) | $ (41,075) |
INCOME TAXES | ||||
NET LOSS | $ (29,344) | $ (20,512) | $ (52,073) | $ (41,075) |
Net Loss Per Common Share - basic & diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding: | 58,319,100 | 33,570,000 | 50,661,920 | 33,570,000 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Beginning Balance, Shares at Jan. 31, 2013 | 33,570,000 | ||||
Beginning Balance, Amount at Jan. 31, 2013 | [1] | $ 336 | $ 1,693,165 | $ (1,845,695) | $ (152,194) |
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, Shares at Jan. 31, 2014 | 33,570,000 | ||||
Ending Balance, Amount at Jan. 31, 2014 | [1] | $ 336 | 1,925,258 | (1,936,126) | (10,532) |
Interest as in-kind contribution | 590 | 590 | |||
Stock options expense | 62,942 | 62,942 | |||
Net Loss | (84,793) | (84,793) | |||
Ending Balance, Shares at Jan. 31, 2015 | 33,570,000 | ||||
Ending Balance, Amount at Jan. 31, 2015 | [1] | $ 336 | 1,988,790 | (2,020,919) | (31,793) |
Issuance of stock for promissory notes, Shares | 24,719,100 | ||||
Issuance of stock for promissory notes, Amount | $ 247 | 7,200 | 7,447 | ||
Interest as in-kind contribution | 868 | 868 | |||
Stock options expense | 31,415 | 31,415 | |||
Shareholder advances contributed as paid-in capital | 30,707 | 30,707 | |||
Net Loss | (52,073) | (52,073) | |||
Ending Balance, Shares at Jul. 31, 2015 | 58,319,100 | ||||
Ending Balance, Amount at Jul. 31, 2015 | [1] | $ 583 | $ 2,058,980 | $ (2,072,992) | $ 13,429 |
[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 ($) | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (52,073) | $ (41,075) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Imputed interest expense | 868 | 2,855 |
Interest expense-beneficial conversion feature | 917 | 2,305 |
Stock options issued for compensation | 31,415 | 31,212 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | (1,812) | (665) |
Shareholder advances | 20,426 | 5,300 |
Net cash provided by operating activities | $ (259) | $ (68) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash flows provided by (used in) investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common shares | $ 247 | |
Net cash flows provided by financing activities | 247 | |
NET CHANGE IN CASH | (12) | $ (68) |
CASH BALANCE AT BEGINNING OF PERIOD | 16 | 91 |
CASH BALANCE AT END OF PERIOD | $ 4 | $ 23 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH DISCLOSURE FINANCING & INVESTING ACTIVITIES: | ||
Shareholder advances contributed as paid-in capital | $ 30,707 | |
Conversion of Convertible Note to Common Stock | $ 7,447 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Note 1. ORGANIZATION | Umatrin Holding Limited (formerly known as 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 stages. 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jul. 31, 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 the notes thereto. The results of operations for the six month period ended July 31, 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 $4 and $16 at July 31, 2015 and January 31, 2015, respectively. Cash flows reporting The Company follows ASC 230 , Statement of Cash Flows Commitments and contingencies The Company follows ASC 450-20 , Loss Contingencies Fair value of financial instruments The Companys 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 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. 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 July 31, 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 The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the three and six months ended July 31, 2015 and 2014 as they were anti-dilutive. Three months Ended Six months Ended July 31, July 31, July 31, July 31, 2015 2014 2015 2014 Stock options issued on July 30, 2011 8,000,000 8,000,000 8,000,000 8,000,000 Convertible notes issued on September 15, 2013 - 24,749,100 - 24,749,100 Total potentially outstanding dilutive shares - 24,749,100 - 24,749,100 Related parties The Company follows ASC 850, Related Party Disclosures, Share-based expense ASC 718, Compensation Stock Compensation 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 behavior after termination. 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 entitys 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 Companys 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 Companys 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. Share-based expense for the six months ended July 31, 2015 and 2014 were $31,415 and $31,212, respectively. Risks and Uncertainties The Companys 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 | 6 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Note 3. GOING CONCERN | As reflected in the accompanying financial statements, the Company had earned no revenues and at July 31, 2015 had accumulated deficit of $2,072,992. The While the Company is attempting to commence operations and produce revenues, the Companys cash position may not be significant enough to support the Companys 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 Companys 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 PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Note 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Consolidation (Topic 810). In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30). In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Note 5. RELATED PARTY TRANSACTIONS | Shareholder Advances In support of the Companys efforts and cash requirements, the Company has relied on advances from the majority shareholder and sole officer until such time that the Company can support its operations or attain 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 six months ended July 31, 2015 and 2014, the Companys sole officer advanced a total of $20,426 and $5,300, respectively. Shareholder advances outstanding was $11,933 at July 31, 2015, and $21,967 at January 31, 2015, respectively. Shareholder advances totaling $36,991 were contributed as paid-in capital by our former controlling shareholder. Shareholder advances are non-interest bearing. The Company had recognized imputed interest expense on advances, in the amounts of $868 and $2,855 for the six months ended July 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 advances payable to the Companys former sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Companys common stock at rates of $0.005 and $0.01 per share respectively. The notes are convertible on demand of the holder, bear no interest, and 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. (For more information, please refer to Note 6.) 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. (For more information, please refer to Note 7.) |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Note 6. CONVERTIBLE NOTE PAYABLE | On September 15, 2013, $164,994 of shareholder advances payable to the Companys sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Companys 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 the 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. Total debt the notes was converted. The interest expense amortized for the six months ended July 31, 2015 and 2014 were $917 and $2,305, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Note 7. STOCKHOLDERS' EQUITY | On 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 $0.001 to $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 totaling $82,497 and 8,249,700 shares at $0.01 a share and totaling $82,497 as conversions of two promissory notes payable for past advances and loans. See Note 5. Equity Additional Paid-In Capital The Company had recognized imputed interest expense on advances, in the amounts of $868 and $2,855 for the six months ended July 31, 2015 and 2014, respectively. These amounts were 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 31, 2011 Expected option life (year) 8 Expected volatility 58.62 %* Expected dividends 0.00 % Risk-free rate(s) 2.32 % _____________ * As a thinly traded public entity, it is not practicable for the Company 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 31, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended July 31 and January 31, 2015, $31,415 and $62,892 respectively, was recognized as compensation expense for stock options issued. Summary of Compensation Expense-Options Date Projected Fair Value on Date of Grant Expense Reported Expense projected True-up Amount Cumulative Reported Expense Unrecognized Compensation Weighted Average Period to Recognize Unrecognized Compensation Years 7/30/2011 504,024 504,024 7.0 1/31/2012 16,053 31,933 472,091 6.5 1/31/2013 61,132 (43 ) 95,065 408,959 5.5 1/31/2014 62,891 43 157,957 346,067 4.5 1/31/2015 62,941 220,898 283,126 3.5 4/30/2015 15,865 236,763 267,261 3.25 7/31/2015 15,550 252,313 251,711 3.0 Summary of stock option activities for the six months ended July 31, 2015: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Aggregate Intrinsic Value Balance, February 1, 2014 8,000,000 $ 0.10 $ 0.10 $ 504,024 $ - Granted - - - - Canceled - - - - Exercised - - - - Expired - - - - Balance, January 31, 2015 8,000,000 $ 0.10 $ 0.10 $ 504,024 $ - Vested and exercisable, January 31, 2015 2,000,000 $ 0.10 $ 0.10 - $ - Unvested, January 31, 2015 6,000,000 $ 0.10 $ 0.10 - $ - Unvested, July 31, 2015 6,000,000 $ 0.10 $ 0.10 - $ - |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jul. 31, 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 July 31 and January 31, 2015, the Company had incurred domestic net losses of $2,072,992 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: July 31, 2015 January 31, 2015 Deferred tax asset, generated from net operating loss at statutory rates $ 310,948 $ 303,100 Valuation allowance (310,948 ) (303,100 ) $ $ The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 15.0 % Increase in valuation allowance (15.0 )% Effective income tax rate 0.0 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jul. 31, 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 ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jul. 31, 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 the notes thereto. The results of operations for the six month period ended July 31, 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 $4 and $16 at July 31, 2015 and January 31, 2015, respectively. |
Cash flows reporting | The Company follows ASC 230 , Statement of Cash Flows |
Commitments and contingencies | The Company follows ASC 450-20 , Loss Contingencies |
Fair value of financial instruments | The Companys 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 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. 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 July 31, 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 The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the three and six months ended July 31, 2015 and 2014 as they were anti-dilutive. Three months Ended Six months Ended July 31, July 31, July 31, July 31, 2015 2014 2015 2014 Stock options issued on July 30, 2011 8,000,000 8,000,000 8,000,000 8,000,000 Convertible notes issued on September 15, 2013 - 24,749,100 - 24,749,100 Total potentially outstanding dilutive shares - 24,749,100 - 24,749,100 |
Related parties | The Company follows ASC 850, Related Party Disclosures, |
Share-based Expense | ASC 718, Compensation Stock Compensation 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 behavior after termination. 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 entitys 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 Companys 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 Companys 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. Share-based expense for the six months ended July 31, 2015 and 2014 were $31,415 and $31,212, respectively. |
Risks and Uncertainties | The Companys operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jul. 31, 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 three and six months ended July 31, 2015 and 2014 as they were anti-dilutive. Three months Ended Six months Ended July 31, July 31, July 31, July 31, 2015 2014 2015 2014 Stock options issued on July 30, 2011 8,000,000 8,000,000 8,000,000 8,000,000 Convertible notes issued on September 15, 2013 - 24,749,100 - 24,749,100 Total potentially outstanding dilutive shares - 24,749,100 - 24,749,100 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jul. 31, 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 31, 2011 Expected option life (year) 8 Expected volatility 58.62 %* Expected dividends 0.00 % Risk-free rate(s) 2.32 % |
Summary of compensation expense | Summary of Compensation Expense-Options Date Projected Fair Value on Date of Grant Expense Reported Expense projected True-up Amount Cumulative Reported Expense Unrecognized Compensation Weighted Average Period to Recognize Unrecognized Compensation Years 7/30/2011 504,024 504,024 7.0 1/31/2012 16,053 31,933 472,091 6.5 1/31/2013 61,132 (43 ) 95,065 408,959 5.5 1/31/2014 62,891 43 157,957 346,067 4.5 1/31/2015 62,941 220,898 283,126 3.5 4/30/2015 15,865 236,763 267,261 3.25 7/31/2015 15,550 252,313 251,711 3.0 |
Stock option activities | Summary of stock option activities for the six months ended July 31, 2015: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Aggregate Intrinsic Value Balance, February 1, 2014 8,000,000 $ 0.10 $ 0.10 $ 504,024 $ - Granted - - - - Canceled - - - - Exercised - - - - Expired - - - - Balance, January 31, 2015 8,000,000 $ 0.10 $ 0.10 $ 504,024 $ - Vested and exercisable, January 31, 2015 2,000,000 $ 0.10 $ 0.10 - $ - Unvested, January 31, 2015 6,000,000 $ 0.10 $ 0.10 - $ - Unvested, July 31, 2015 6,000,000 $ 0.10 $ 0.10 - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Income Taxes Tables | |
Deferred tax assets | The losses result in a deferred tax asset and an equal valuation allowance of: July 31, 2015 January 31, 2015 Deferred tax asset, generated from net operating loss at statutory rates $ 310,948 $ 303,100 Valuation allowance (310,948 ) (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 15.0 % Increase in valuation allowance (15.0 )% Effective income tax rate 0.0 % |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 6 Months Ended |
Jul. 31, 2015 | |
Organization Details Narrative | |
Company incorporation state | State of Delaware |
Company Incorporation Date | Feb. 2, 2005 |
SUMMARY OF SIGNIFICANT ACCONTIN
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Summary Of Significant Acconting Policies Details | ||||
Stock options issued on July 30, 2011 | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
Convertible notes issued on September 15, 2013 | 24,749,100 | 24,749,100 | ||
Total potentially outstanding dilutive shares | 24,749,100 | 24,749,100 |
SUMMARY OF SIGNIFICANT ACCONT22
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Summary Of Significant Acconting Policies Details Narrative | ||||
Commitments or contingencies | ||||
Cash and cash equivalents | $ 4 | $ 23 | $ 16 | $ 91 |
Stock options issued for compensation | $ 31,415 | $ 31,212 | $ 62,892 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Going Concern Details Narrative | ||||||
Accumulated deficit | $ (2,072,992) | $ (2,072,992) | $ (2,020,919) | |||
Net loss | $ 29,344 | $ 20,512 | $ 52,073 | $ 41,075 | $ 84,793 | $ 88,848 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | |
Related Party Transactions Details Narrative | |||
Sole officer advanced | $ 20,426 | $ 5,300 | |
Shareholder advances | 11,933 | $ 21,967 | |
Interest Expense | $ 868 | $ 2,855 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Convertible Note Payable Details Narrative | ||
Interest expense amortized | $ 917 | $ 2,305 |
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) | 6 Months Ended |
Jul. 31, 2015USD ($) | |
Compensation Expense 1 [Member] | |
Compensation expense date | Jul. 30, 2011 |
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 | Jan. 31, 2012 |
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 | Jan. 31, 2013 |
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 | Jan. 31, 2014 |
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 | Jan. 31, 2015 |
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 | Apr. 30, 2015 |
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 |
Compensation Expense 7 [Member] | |
Compensation expense date | Jul. 31, 2015 |
Projected Fair Value on Date of Grant | |
Expense Reported | $ 15,550 |
Expense Projected | |
True-Up Amount | |
Cumulative Reported Expense | $ 252,313 |
Unrecognized Compensation | $ 251,711 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 3 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 31, 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 | 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, January 31, 2015, Exercise Price Range Per Share | 0.10 | |
Unvested at Ending Exercise Price Range Per Share | 0.10 | 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, January 31, 2015, Weighted Average Exercise Price | 0.10 | |
Unvested at Ending Weighted Average Exercise Price | $ 0.10 | $ 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, January 31, 2015, 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, January 31, 2015, Aggregate Intrinsic Value | ||
Unvested at Ending Aggregate Intrinsic Value |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | |
Stockholders Equity Details Narrative | |||
Interest Expense | $ 868 | $ 2,855 | |
Stock options issued for compensation | $ 31,415 | $ 31,212 | $ 62,892 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Jul. 31, 2015 | Jan. 31, 2015 |
Deferred tax assets: | ||
Deferred tax asset, generated from net operating loss at statutory rates | $ 310,948 | $ 303,100 |
Valuation allowance | $ (310,948) | $ (303,100) |
Total |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 6 Months Ended |
Jul. 31, 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 ($) | 6 Months Ended | |
Jul. 31, 2015 | Jan. 31, 2015 | |
Income Taxes Details Narrative | ||
Operating loss carry - forwards, Net | $ 2,072,992 | $ 2,020,919 |
Expiry date | 2,025 |