Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 26, 2017 | |
Document And Entity Information Abstract | ||
Entity Registrant Name | Toga Ltd | |
Entity Central Index Key | 1,378,125 | |
Trading Symbol | togl | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding | 50,927,094 | |
Entity Public Float | $ 150,522 | |
Document Type | 10-K | |
Document Period End Date | Jul. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 498 | |
Total Current Assets | 498 | |
TOTAL ASSETS | 498 | |
Current Liabilities | ||
Accounts payable and accrued liabilities | $ 200 | 11,000 |
Notes due to related parties | 34,135 | 4,500 |
Convertible notes payable - related party | 523,916 | |
Convertible notes payable | 523,916 | |
Total Current Liabilities | 558,251 | 539,416 |
Stockholders' Deficit | ||
Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding | ||
Common stock, $.0001 par value, 100,000,000 shares authorized; 393,169 shares issued and outstanding as of July 31, 2016 and 2015 | 39 | 39 |
Additional paid-in capital | 73,687 | 73,687 |
Accumulated deficit | (631,977) | (612,644) |
Total Stockholders' Deficit | $ (558,251) | (538,918) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 498 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2016 | Jul. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 393,169 | 393,169 |
Common stock, shares outstanding | 393,169 | 393,169 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 19,333 | $ 29,101 |
Total Operating Expenses | 19,333 | 29,101 |
LOSS FROM OPERATIONS | (19,333) | (29,101) |
Other income (expense) | ||
Interest expense - related parties | (13,912) | |
Termination of merger agreement | 41,120 | |
Forgiveness of debt | 74,491 | |
Total other income (expense) | 101,699 | |
Income (Loss) before Income Taxes | (19,333) | 72,598 |
Income Tax Provision | ||
NET INCOME (LOSS) | $ (19,333) | $ 72,598 |
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE: | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 393,169 | 393,169 |
NET INCOME (LOSS) PER COMMON SHARE (in dollars per share) | $ (0.05) | $ 0.18 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (19,333) | $ 72,598 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on forgiveness of debt | (74,491) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | (10,800) | 11,000 |
Accrued interest - related parties | (15,219) | |
Net cash used in operating activities | (30,133) | (6,112) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes due to related parties | 29,635 | 6,610 |
Net cash provided by financing activities | 29,635 | 6,610 |
Net increase in cash and cash equivalents | (498) | 498 |
Cash and cash equivalents - beginning of period | 498 | |
Cash and cash equivalents - end of period | 498 | |
Supplemental disclosure: | ||
Cash paid for interest to related party | 29,131 | |
Income taxes paid |
Statements of Changes in Stock
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jul. 31, 2014 | $ 39 | $ 73,687 | $ (685,242) | $ (611,516) |
Balance (in shares) at Jul. 31, 2014 | 393,169 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 72,598 | 72,598 | ||
Balance at Jul. 31, 2015 | $ 39 | 73,687 | (612,644) | (538,918) |
Balance (in shares) at Jul. 31, 2015 | 393,169 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (19,333) | (19,333) | ||
Balance at Jul. 31, 2016 | $ 39 | $ 73,687 | $ (631,977) | $ (558,251) |
Balance (in shares) at Jul. 31, 2016 | 393,169 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business description On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its wholly owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations. Blink Couture, Inc. was originally incorporated as Fashionfreakz International Inc. on October 23, 2003, under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. The Company’s business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction. The Company has nominal operations and nominal assets. On June 13, 2016, a change of control of the Company occurred. On that date the current president and Chief Executive Officer purchased a total of 277,838 of the issued and outstanding shares of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share due to the lack of dilutive items. Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these items. Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “ Debt with Conversion and Other Options Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Revenue Recognition The Company has nominal operations and has not generated any revenue from its operations. Recent Accounting Pronouncements In June 2014, FASB issued guidance that eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily the presentation of inception to date financial statements. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has elected to adopt the new guidance for development stage entities for the interim period ended April 30, 2014, and accordingly, is no longer presenting the inception-to-date financial information and disclosures formerly required. In August 2014, FASB issued guidance that requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The new guidance is effective for the annual period ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Since this guidance primarily addresses certain disclosures to the financial statements, we anticipate no impact on our financial position, results of operations or cash flows from adopting this standard. The Company is currently in the process of evaluating the additional disclosure requirements of the new guidance and has not determined the impact of adoption on its financial statement disclosures. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jul. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company, which has not generated any revenues, has incurred net losses, has no assets and a stockholders’ deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is dependent on advances from its principal shareholders or other affiliated parties for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS In February 2015 and July 2015, advances totaling $4,500 were made by related parties to the Company to pay operating expenses pursuant to the issuance of convertible notes. The notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share at the note holders’ sole and exclusive option. The convertible notes are interest free until December 31, 2015, after which time the notes shall bear interest at 6% per annum. The convertible notes are due December 31, 2016. From August 2014 to December 2014, advances of $2,110 were made by related parties to the Company to pay operating expenses, increasing the notes payable to related parties to $523,916. On December 23, 2014, the due date of the notes payable to related parties was extended from January 31, 2015, to December 31, 2015. The notes accrued interest at 6% per annum. For the fiscal year ended July 31, 2015, the Company recorded $13,912 of interest expense related to the notes held by related parties. In October 2014 and November 2014, the Company paid a total of $29,131 in accrued interest for notes held by two of its shareholders. On December 24, 2014, as a result of three separate Assignment and Assumption agreements, the Company’s notes payable to related parties in the amount of $523,916 and accrued interest of $73,716 were sold by the related parties to three non-related parties for nominal consideration. During the year ended July 31, 2016, advances totaling $29,635 were made by related parties pursuant to the issuance of convertible promissory notes, and notes payable, to pay the Company’s operating expenses. Including advances previously made by related parties, the Company had outstanding notes payable to related parties of $34,135 as of July 31, 2016. The notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share at the note holders’ sole and exclusive option. The convertible notes are interest free until December 31, 2016, after which time the notes shall bear interest at 6% per annum. The convertible notes are due December 31, 2016. The Company analyzed the conversion options in the convertible loan for derivative accounting treatment under ASC 815 and beneficial conversion features under ASC 470, and concluded no applications were required per the Company’s analysis. On May 31, 2016, all outstanding related party advances were paid by the new sole director of the Company. As of July 31, 2016, the amount owing to the new sole director of the Company is $34,135. The amount is non-interest bearing, and due on demand. Subsequent to July 31, 2016, $10,009 of the $34,135 note was settled with the sole director of the Company through the issuance of 10,009 common shares. The Company evaluated the change of terms under ASC 470-50 and concluded that these addendums qualify for debt modification and there is not accounting impact as a result of these modification. The sole director of the Company currently provides office space free of rent to the Company. |
TERMINATION OF MERGER
TERMINATION OF MERGER | 12 Months Ended |
Jul. 31, 2016 | |
Business Combinations [Abstract] | |
TERMINATION OF MERGER | NOTE 5. TERMINATION OF MERGER On November 10, 2011, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which we planned to acquire Latitude Global, Inc. (“Latitude Global”), a company which, through its subsidiaries, currently operates combined restaurant and entertainment facilities in several locations. For the purpose of entering into the Merger Agreement with Latitude Global, on November 4, 2011, we formed Latitude Global Acquisition Corp., as our wholly-owned subsidiary, which was dissolved in the State of Florida, by administrative dissolution, on September 28, 2012. On December 5, 2012, we executed and entered into a Termination and Release Agreement (the “Termination Agreement”) with Latitude Global for the purpose of mutually terminating the Merger Agreement, and all proposed transactions relating to the merger. As a condition to the termination of the Merger Agreement, Latitude Global agreed to reimburse the Company $47,500 for its expenses in connection with the Merger Agreement, including legal fees. Latitude Global agreed to pay this amount in six equal consecutive installments of $7,917 with the initial payment having been received by us on or around December 11, 2012. The remaining five payments were also evidenced by a promissory note, in the principal amount of $39,583 (the “Note”). In December 2013, we commenced an action in the Circuit Court of the 4th Judicial Circuit in Duval County, Florida, against Latitude Global, for the payment of the outstanding principal amount of the Note, in the amount of $39,583, together with interest at a rate of 8% per annum, court costs, collection costs and attorney’s fees. On September 23, 2014, we entered into a settlement agreement with Latitude Global for $41,120, which was paid to the Company in installments from September 2014 through November 2014. |
CONVERTIBLE NOTES PAYABLE - REL
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | 12 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6. CONVERTIBLE NOTES PAYABLE - RELATED PARTY On December 24, 2014, as a result of three separate Assignment and Assumption agreements, the Company’s notes payable to related parties in the amount of $523,916, including outstanding accrued interest, were sold by the related parties to three non-related parties for nominal consideration. The Company analyzed the convertible notes in regards to derivative treatment and beneficial conversion features, and no applications were required per the Company’s analysis. On January 7, 2015, the outstanding notes payables of $523,916 were replaced by convertible notes payable in the same amounts. In addition, accrued interest of $74,491 associated with the outstanding notes payable was forgone and forgiven by the note holders. The notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share at the note holders’ sole and exclusive option. The convertible notes were originally interest free until December 31, 2015, and due in January 2016. In January 2016, due dates for the convertible notes were extended to February 1, 2017. The Company evaluated the extension of the notes under ASC 470-50 and concluded that these addendums did not qualify for debt modification. In addition, the convertible notes were amended to remain interest free until December 31, 2016, after which time the notes shall bear interest at 6% per annum. The Company evaluated the addendums under ASC 470-50 and concluded that the addition of the conversion option did qualify for debt modification and is considered to be significant; there was no accounting impact as a result of the modification. On May 31, 2016, a new sole director became the majority shareholder of the Company. As a result of the agreement with the previous majority shareholder, the new sole director assumed the outstanding notes payable of $523,916. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7. INCOME TAXES The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities since its inception due to accumulated net losses of $19,767. Due to the change in control transactions in December 2014, and May 2016, the utilization of the Company’s pre-change net operating losses will be limited. A valuation allowance has been provided to reduce the full deferred tax asset since it is more likely than not, that realization of the asset will not occur. For the fiscal year ended July 31, 2016, no taxable income was generated. All tax years are open for review. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Years Ended July 31, 2016 2015 Federal income tax benefit attributable to: Current operations $ 6,767 $ 10,185 Less: valuation allowance (6,767 ) (10,185 ) Net provision for Federal income taxes $ - $ - Components of net deferred tax assets, including a valuation allowance, are as follows: Years Ended July 31, July 31, 2016 2015 Deferred tax asset attributable to: Net operating loss carry over $ 19,767 $ 13,000 Net operating losses utilized - Less: valuation allowance (19,767 ) (13,000 ) Net deferred tax asset $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS On November 1, 2016, the Company issued 50,000,000 common shares for cash of $5,000, par value $0.0001 to three individuals. A total of 20,000,000 shares were issued to the Company’s sole director. The price per share per the share issuance is $0.0001. On January 6, 2017, the Company’s sole director entered into an agreement to convert the total amount of all outstanding convertible notes payable of $523,916, as well as $10,009 of non-interest bearing, due on demand loans at a conversion rate of $1.00, for a total of 533,925 shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share due to the lack of dilutive items. |
Fair Value | Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these items. |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Beneficial Conversion Feature of Convertible Debt | Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “ Debt with Conversion and Other Options |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Revenue Recognition | Revenue Recognition The Company has nominal operations and has not generated any revenue from its operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2014, FASB issued guidance that eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily the presentation of inception to date financial statements. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has elected to adopt the new guidance for development stage entities for the interim period ended April 30, 2014, and accordingly, is no longer presenting the inception-to-date financial information and disclosures formerly required. In August 2014, FASB issued guidance that requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The new guidance is effective for the annual period ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Since this guidance primarily addresses certain disclosures to the financial statements, we anticipate no impact on our financial position, results of operations or cash flows from adopting this standard. The Company is currently in the process of evaluating the additional disclosure requirements of the new guidance and has not determined the impact of adoption on its financial statement disclosures. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of provision for income taxes | Years Ended July 31, 2016 2015 Federal income tax benefit attributable to: Current operations $ 6,767 $ 10,185 Less: valuation allowance (6,767 ) (10,185 ) Net provision for Federal income taxes $ - $ - |
Schedule of components of net deferred tax assets | Years Ended July 31, July 31, 2016 2015 Deferred tax asset attributable to: Net operating loss carry over $ 19,767 $ 13,000 Net operating losses utilized - Less: valuation allowance (19,767 ) (13,000 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND DESCRIPTION 17
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) | Jun. 13, 2016shares |
President snd Chief Executive Officer | |
Schedule Of Equity [Line Items] | |
Issuance of common shares (in shares) | 277,838 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 |
Going Concern [Abstract] | |||
Stockholders' Deficit | $ 558,251 | $ 538,918 | $ 611,516 |
Retained Earnings (accumulated deficit) | $ (631,977) | $ (612,644) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 2 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2014 | Dec. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | Dec. 24, 2014 | |
Proceeds from notes due to related parties | $ 29,635 | $ 6,610 | ||||
Note payable to related party | $ 34,135 | |||||
Percentage of accrued interest per annum | 6.00% | |||||
Interest expense related to notes held by related parties | 13,912 | |||||
Debt conversion price per share | $ 1 | |||||
Convertible notes interest free until date | Dec. 31, 2016 | |||||
Convertible notes due date | Dec. 31, 2016 | |||||
Amount owe to sole director | $ 10,009 | |||||
Share owe by sole director | 10,009 | |||||
Notes due to related parties | $ 4,500 | $ 34,135 | $ 4,500 | |||
Two shareholders | ||||||
Accrued interest for notes held by related parties | $ 29,131 | |||||
Three separate assignment and assumption agreements | ||||||
Note payable to related party | $ 523,916 | |||||
Accrued interest - related parties | $ 73,716 | |||||
August 2014 to December 2014 | ||||||
Advance from related parties | $ 2,110 | |||||
Note payable to related party | $ 523,916 | |||||
Percentage of accrued interest per annum | 6.00% | |||||
February 2015 and July 2015 | ||||||
Advance from related parties | $ 4,500 | |||||
Percentage of accrued interest per annum | 6.00% | 6.00% | ||||
Debt conversion price per share | $ 1 | $ 1 |
TERMINATION OF MERGER (Detail T
TERMINATION OF MERGER (Detail Textuals) - USD ($) | Sep. 23, 2014 | Dec. 11, 2012 | Dec. 31, 2013 | Jul. 31, 2016 | Dec. 05, 2012 |
Restructuring Cost and Reserve [Line Items] | |||||
Rate of interest on promissory note | 6.00% | ||||
Termination Agreement | Latitude Global Acquisition Corp | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Amount agreed to reimburse upon termination of contract expenses | $ 47,500 | ||||
Initial payment received by company | $ 7,917 | ||||
Promissory note principal amount | $ 39,583 | ||||
Rate of interest on promissory note | 8.00% | ||||
Settlement Agreement | Latitude Global Acquisition Corp | September 2014 through November 2014 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Settlement agreement amount paid installments | $ 41,120 |
CONVERTIBLE NOTES PAYABLE - R21
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Detail Textuals) - USD ($) | Jan. 07, 2015 | Jul. 31, 2016 | Dec. 24, 2014 |
Notes payable to related parties | $ 34,135 | ||
Convertible notes payable - related party | $ 523,916 | ||
Debt conversion price per share | $ 1 | ||
Convertible notes interest free until due date | Dec. 31, 2016 | ||
Percentage of accrued interest per annum | 6.00% | ||
Note due date | Dec. 31, 2016 | ||
Note holders | |||
Notes payable to related parties | $ 523,916 | ||
Accrued interest - related parties | 74,491 | ||
Convertible notes payable - related party | $ 523,916 | ||
Debt conversion price per share | $ 1 | ||
Convertible notes description | The convertible notes were originally interest free until December 31, 2015, and due on February 1, 2016. In January 2016, due dates for the convertible notes were extended to February 1, 2017. In addition, the convertible notes were amended to remain interest free until December 31, 2016, after which time the notes shall bear interest at 6% per annum. | ||
Convertible notes interest free until due date | Dec. 31, 2015 | ||
Percentage of accrued interest per annum | 6.00% | ||
Note due date | Feb. 1, 2017 | ||
Three separate assignment and assumption agreements | |||
Notes payable to related parties | $ 523,916 | ||
Accrued interest - related parties | $ 73,716 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Federal income tax benefit attributable to: | ||
Current operations | $ 6,767 | $ 10,185 |
Less: valuation allowance | (6,767) | (10,185) |
Net provision for Federal income taxes |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Deferred tax asset attributable to: | ||
Net operating loss carry over | $ 19,767 | $ 13,000 |
Net operating losses utilized | ||
Less: valuation allowance | (19,767) | (13,000) |
Net deferred tax asset |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry over | $ 19,767 | $ 13,000 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Jan. 06, 2017 | Nov. 01, 2016 | Jul. 31, 2016 | Jul. 31, 2015 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Number of common stock shares | 10,009 | |||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Issuance of common shares (in shares) | 50,000,000 | |||
Issuance of common shares | $ 5,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Subsequent event | Director | ||||
Subsequent Event [Line Items] | ||||
Issuance of common shares (in shares) | 20,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Convertible notes payable | $ 523,916 | |||
Number of common stock shares | 533,925 | |||
Subsequent event | Director | Non interest bearing loan | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 1 | |||
Convertible notes payable | $ 10,009 |