Drone Guarder (DRNG) 10-Q 2015 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period endedApril 30, 2015
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from to__________
	Commission File Number:333-188119

Vopia, Inc.

(Exact name of registrant as specified in its charter)

Nevada	39-2079422
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1700 Montgomery Street, Suite 101

San Francisco, CA 94111

(Address of principal executive offices)

415-835-9463

(Registrant’s telephone number)

_______________________________________________________________

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 132,900,000 common shares as of June 9, 2015.

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
		3
Item 1:	Financial Statements	4
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosure	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our condensed financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of April 30, 2015 and January 31, 2015 (unaudited)
F-2	Condensed Statements of Operations for the three months ended April 30, 2015 and 2014 (unaudited)
F-3	Condensed Statements of Cash Flows for the three months ended April 30, 2015 and 2014 (unaudited)
F-4	Notes to Condensed Financial Statements

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2015 are not necessarily indicative of the results that can be expected for the full year.

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VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

CONDENSED BALANCE SHEETS (UNAUDITED)

ASSETS	April 30, 2015			January 31, 2015
Current Assets
Cash and cash equivalents	$	—		$	—
Prepaid expenses		—			3,662
Total Current Assets		—			3,662
Fixed Assets
Furniture and Equipment		1,050			1,050
Accumulated Depreciation		(468	)		(416	)
Total Fixed Assets		582			634
Investment in intellectual property		10,000			10,000
Total Assets	$	10,582		$	14,296
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Liabilities
Current Liabilities
Accrued expenses	$	4,481		$	6,731
Accrued interest		447			197
Accrued rent		18,000			—
Advances from related party		28,000			28,000
Due to shareholder		245			245
Total Liabilities		51,173			35,173
Stockholders’ Equity (Deficiency)
Common stock, par value $0.001; 250,000,000 shares authorized, 132,900,000 shares issued and outstanding		132,900			132,900
Additional paid in capital		14,623			14,623
Accumulated deficit		(188,114	)		(168,400	)
Total Stockholders’ Equity (Deficiency)		(40,591	)		(20,877	)
Total Liabilities and Stockholders’ Equity	$	10,582		$	14,296

See accompanying notes to financial statements.

F-1

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended April 30, 2015			Three Months Ended April 30, 2014
REVENUES	$	—		$	—
OPERATING EXPENSES
Depreciation Expense		52			52
General and administrative		1,258			4,880
Bank fees		—			6
Rent		18,000			—
Professional fees		154			—
TOTAL OPERATING EXPENSES		19,464			4,938
LOSS FROM OPERATIONS		(19,464	)		(4,938	)
OTHER INCOME (EXPENSE)
Interest Expense		(250	)		—
TOTAL OTHER INCOME (EXPENSE)		(250	)		—
Loss before Provision from Income Taxes		—			—
PROVISION FOR INCOME TAXES		—			—
NET LOSS	$	(19,714	)	$	(4,938	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 20-1 forward stocks split)		132,900,000			130,900,000

See accompanying notes to financial statements. 

F-2

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended April 30, 2015			Three Months Ended April 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(19,714	)	$	(4,938	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation Expense		52			52
Changes in assets and liabilities:
Increase in accrued expenses		15,750			—
Increase in accrued interest		250			—
Decrease in prepaid expenses		3,662			—
CASH FLOWS USED IN OPERATING ACTIVITIES		—			(4,886	)
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment		—			—
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash		—			—
Advances from related party		—			—
Due to shareholder		—			—
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		—			—
NET INCREASE (DECREASE) IN CASH		—			(4,886	)
Cash, beginning of period		—			9,283
Cash, end of period	$	—		$	4,397
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

See accompanying notes to financial statements. 

F-3

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

APRIL 30, 2015

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Vopia, Inc. (formerly Blue Fashion Corp.) was incorporated as Blue Fashion Corp. under the laws of the State of Nevada on May 14, 2012.  The Company is a development stage company formerly in the business of providing exclusive agent services finding top models for fashion shows, television commercials, movies and magazines. On July 4, 2014, the Company entered into a contribution agreement with Gimwork Project LP for the acquisition of assets and the assumption of liabilities associated with search technology software and online platforms. On August 5, 2014 the Company changed its name to Vopia, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of Vopia, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the financial statements to be not misleading have been reflected herein.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a January 31 fiscal year end.

Cash and CashEquivalents

TheCompanyconsidersallhighlyliquidinvestmentswiththeoriginalmaturitiesofthreemonthsorlesstobe cashequivalents. The Company had $0 of cash as of April 30, 2015.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

F-4

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

APRIL 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of April 30, 2015.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

Vopia, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows on April 30, 2015 and for all period presented herein, have been made.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principals generally accepted in the United State of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s January 31, 2015 audited financial statements. The results of operations for the three months ended April 30, 2015 are not necessarily indicative of the operating results for the full year. 

NOTE 4 – INVESTMENT IN INTELLECTUAL PROPERTY

On July 4, 2014, the Company entered into a contribution agreement with Gimwork Project LP for the acquisition of assets and the assumption of liabilities associated with search technology software and online platforms. In consideration, the Company issued to Gimwork Project LP 100,000 shares of common stock with a deemed value of $10,000.

F-5

NOTE 5 – LOANS FROM DIRECTOR AND SHAREHOLDER

On May 11, 2012, director loaned $381 to Incorporate the Company.

On November 1, 2012, director loaned the Company $167 to purchase business license and file initial list with Nevada Secretary of State.

On November 6, 2012, director loaned $5,000 to the Company for business expenses.

On January 23, 2014, director loaned $1,050 to purchase Nikon D7000 digital SLR camera, 18-55mm AF-S DX VR Nikon Zoom Lens.

The loans are unsecured, non-interest bearing and due on demand.

On July 4, 2014, the former officer and director, agreed to forgive $6,623 in loans, which was recorded as an increase in additional paid in capital.

The balance due to the director was $0 and $0 as of April 30, 2015 and January 31, 2015, respectively.

On October 29, 2014, a shareholder paid expenses of $245 on behalf of the Company.

The balance due to the shareholder was $245 and $245 as of April 30, 2015 and January 31, 2015, respectively.

NOTE 6 – ADVANCES FROM RELATED PARTY

On May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.

On November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum and is due on demand.

The balance as of April 30, 2015 and January 31, 2015 was $28,000 and $28,000, respectively.

F-6

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

APRIL 30, 2015

NOTE 7 – COMMON STOCK

The Company has 250,000,000, $0.001 par value shares of common stock authorized.

Effective September 9, 2014 our board of directors and majority of our shareholders approved 20 for 1 forward split of our common stock.

On January 2, 2013, the Company issued 100,000,000 shares of common stock for cash proceeds of $5,000 at $0.001 per share.

On October 25, 2013, the Company issued 30,900,000 shares of common stock for cash proceeds of $15,450 at $0.01 per share.

On July 4, 2014, the Company issued 2,000,000 shares of common stock with a deemed value of $10,000 for intellectual property.

On August 5, 2014, the Company amended its Articles of Incorporation to increase its authorized share capital to 250,000,000, $0.001 par value shares of common stock.

There were 132,900,000shares of common stock issued and outstanding as of April 30, 2015.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Gimwork Project LP has agreed to provide office space without charge until 2015. The Company is required to pay the monthly rent of $4,500 starting in 2015. Rent expense of $18,000 has been recorded as of April 30, 2015.

NOTE 9 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of April 30, 2015. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Companyhas analyzed its operations subsequent to April 30, 2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, except as noted below.

F-7

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Company Overview

We are a search technology software and online platform to collect, merge and validate the best business information from the web. We provide mobile and tablet browsers with a powerful search engine, targeted in-depth data collection and optimal solutions through a more efficient method. As the search engine environment has matured, the next challenge is clearly that of transparency and in-depth relevance. The most obvious online tool shortfall concerns the market that relates to business information, where services such as Google, Yellowpages, Manta, Yelp, Linkedin and Kompass are the market leaders, but have limited resources on company data and tend to focus on selected countries. The Vopia solution bridges this gap, with the creation of a mobile search specifically for professionals and focused on businesses across all countries.

We have completed beta testing of our software and WebCrawler and data is now updating 24/7. More than 45 million companies have been updated into our database with more current information, and more than 5,000 new companies are being added every day.

We offer a strong search tool to attract users. Some features of our search engine include:

§ Company search - 90 million companies sort by category, keyword, popularity and location.

§ People search - 250 million professionals sort by industry, job title and location.

§ Products search - 50 million products (included EAN Products).

§ Social network - 240 million social networks.

§ Free search - To deliver web address, emails, who is lookup, website summary, phone, contacts and social links.

§ Target search - To deliver free limited contact information by targeted keyword and location.

§ Map application - To show website information by industry and location by Google map application.

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We offer a range of products and services to attract potential data buyers like:

§ API - To deliver website information by targeted keyword.

§ Self-service - To deliver contact information and email by targeted keyword.

§ Internet Traffic - Leveraging its knowledge about generating traffic from Google using search engine optimization.

§ E-mails - Offer companies an email service to alert them when their profiles have been updated or viewed.

§ Network - Attracting a wide range of companies through their own community networks and pressroom.

There are now added 10.5 million profile pages. The total number of profiles pages in Vopia.com is now 182.5 million.

In addition, link to Google + pages is now added as social media together with Facebook, Twitter and Linkedin. In addition, you can search and buy among 36 million products. We are working to implement more feed with popular products from the international shopping site like Kelkoo and daily deals site on local basis. We are under developing of new way to target your search by map location. We expect the new shopping feed and map location search is launched during the month of June.

Our market presence will be achieved by relying on the strategy of identifying and serving a specialized market segment of business professionals. There are many competing sites, but we believe the future of search engines, and the Web as a whole, is to consolidate into niche groups and specific communities that provide direct and targeted information to their users. Presently, there is not one company dominating the mobile search engine market, mainly because our top competitors have structured their business around desktop systems and are just beginning to transition to mobile. This presents an opportunity for Vopia to position itself as the leading mobile search engine for business professionals worldwide. To achieve this goal, Vopia’s strategy is a mix of online and offline promotional tools:

Online Promotional Tools

Affiliate Marketing	VOPIA.COM plans to establish an affiliate program to increase the visibility of the company.
Article Marketing	Article Marketing is an effective way of increasing visitor to the website. The company plans to use press releases, guest posts and other tools like HubPages & Squidoo to increase the visibility.
Blog Marketing	VOPIA.COM plans to use expert bloggers to increase the flow of traffic to the website. The bloggers will link the content which increase the search engine ranking thereby drawing visitors to the website.
Email Marketing	VOPIA.COM plans to use email marketing as an effective tool (sending email) to increase visibility amongst prospective customers.
Social Media	VOPIA.COM plans to use social media effectively to establish its presence. Some of the social media tools used are Twitter, Facebook and Youtube among others.
Newsletters	VOPIA.COM plans to send newsletters to its existing user base and its prospective customers.
Search Engine Marketing	VOPIA.COM plans to use variety of Search Engine Marketing tools to increase the visibility. They are PPC, Google Adwords, MSN Ad Center, Solo Ads, etc.
Search Engine Optimization	VOPIA.COM plans to use variety of Search Engine Optimization tools such as Keyword Selection, Content Writing, On-page Optimization and Off-page Optimization.

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Offline Promotional Tools

Magazines	VOPIA.COM plans to advertise in various magazines and publications focusing on business and entrepreneurs.
Newspaper	VOPIA.COM plans to advertise in print media such as national daily newspapers and weekly newspapers, which will increase the visibility of the service.
Television Ads	VOPIA.COM plans to advertise in television, which will increase the visibility of the company and enhance brand awareness.
Newsletters	VOPIA.COM plans to send newsletters to its prospective customers.
Brochures, Flyers & Presentations	VOPIA.COM plans to use brochures and flyers to reach the customers.
Referral Program	VOPIA.COM plans to have referral programs and will partner with suitable partners such as textile companies, schools and institutions accordingly. VOPIA.COM also plans to have referral options for customers and will incentivize them for identifying new customers for VOPIA.COM.
Online Business Directories	VOPIA.COM plans to promote its services by listing in various business directories like yellow pages, which will increase the visibility and bring more business to the company.
Word of Mouth	VOPIA.COM plans to consider this as a most successful marketing tool as the recommendation from satisfied customers will increase our business. VOPIA.COM will have a separate testimonial page and will provide the testimonials for customer to read.

Results of operations for the three months ended April 30, 2015 and 2013

We have not earned any revenues since our inception on May 14, 2012. We can provide no assurance that we will generate revenues from our search engine to sustain a viable business operation.

We incurred operating expenses in the amount of $19,464 for the three months ended April 30, 2015, as compared with $4,938 for the same period ended 2013. Our operating expenses for the three months ended April 30, 2015 were mainly attributable to rent of $18,000, whereas our operating expenses for the three months ended April 30, 2014 were mainly attributable to general and administrative expenses of $4,880.  

We incurred a net loss in the amount of $19,714 for the three months ended April 30, 2015, as compared with a net loss of $4,938 for the same period ended 2013. Our losses for each period are attributable to operating expenses together with a lack of any revenues.

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Liquidity and Capital Resources

As of April 30, 2015, we had no current assets. Our total current liabilities as of April 30, 2015 were $51,173. As a result, we had a working capital deficit of $51,173 as of April 30, 2015.

We will require a cash injection of $3.5 million to achieve our operating plan. We plan to seek additional financing in a private equity offering to secure funding for operations. More than 75% of the proceeds are expected to be used to establish our market presence. The costs are mostly related to the execution of our marketing strategy for Vopia’s online and offline promotional tools. The remaining capital will cover the costs of logistics, rentals and the cost of personnel. Vopia believes that the capital it plans to raise will be sufficient to cover the operating expenses for the first twelve months. There can be no assurance, however, that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off Balance Sheet Arrangements

As ofApril 30, 2015, there were no off balance sheet arrangements.

Going Concern

We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

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Item 4. Controls and Procedures
 

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2015. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2015, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of April 30, 2015, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending January 31, 2016: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended April 30, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Vopia, Inc.
Date:	June __, 2015
By:	/s/ Jorgen Frederiksen Jorgen Frederiksen
Title:	Chief Executive Officer and Director

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