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, 2016 | |
| [ ] | 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 February 16, 2017.
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| TABLE OF CONTENTS |
Page | |
| PART I – FINANCIAL INFORMATION | ||
| Item 1: | Financial Statements | 3 |
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 5 |
| Item 4: | Controls and Procedures | 5 |
| PART II – OTHER INFORMATION | ||
| Item 1: | Legal Proceedings | 6 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 6 |
| Item 3: | Defaults Upon Senior Securities | 7 |
| Item 4: | Mine Safety Disclosure | 7 |
| Item 5: | Other Information | 7 |
| Item 6: | Exhibits | 8 |
| 2 |
PART I - FINANCIAL INFORMATION
Our condensed financial statements included in this Form 10-Q are as follows:
| F-1 | Condensed Balance Sheets as of April 30, 2016 (unaudited) and January 31, 2016 (audited); |
| F-2 | Condensed Statements of Operations for the three months ended April 30, 2016 and 2015 (unaudited); |
| F-3 | Condensed Statements of Cash Flows for the three months ended April 30, 2016 and 2015 (unaudited); and |
| 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, 2016 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.)
BALANCE SHEETS
April 30, 2016 (unaudited) |
January 31, 2016 (audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | — | $ | 5,976 | ||||
| Total Current Assets | — | 5,976 | ||||||
| Fixed Assets | ||||||||
| Furniture and Equipment | 1,050 | 1,050 | ||||||
| Accumulated Depreciation | (676 | ) | (624 | ) | ||||
| Total Fixed Assets | 374 | 426 | ||||||
| Total Assets | $ | 374 | $ | 6,402 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | 6,648 | $ | 3,406 | ||||
| Accrued interest | 3,100 | 2,163 | ||||||
| Promissory notes payable | 37,500 | 37,500 | ||||||
| Advances from related party | 18,000 | 18,000 | ||||||
| Due to shareholder | 245 | 245 | ||||||
| Total Liabilities | $ | 65,493 | $ | 61,314 | ||||
| Stockholders’ Equity (Deficiency) | ||||||||
| Common stock, par value $0.001; 250,000,000 shares authorized, 132,900,000 (January 31, 2016 – 132,900,000) shares issued and outstanding | 132,900 | 132,900 | ||||||
| Additional paid in capital | 73,123 | 73,123 | ||||||
| Deficit accumulated | (271,142 | ) | (260,935 | ) | ||||
| Total Stockholders’ Equity (Deficiency) | (65,119 | ) | (54,912 | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | 374 | $ | 6,402 | ||||
The accompanying notes are an integral part of these financial statements.
| F-1 |
VOPIA, INC.
(FORMERLY BLUE FASHION CORP.)
STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended April 30, 2016 | Three Months Ended April 30, 2015 | |||||||
| REVENUES | $- | $- | ||||||
| OPERATING EXPENSES | ||||||||
| Depreciation Expense | 52 | 52 | ||||||
| General and administrative | 1,680 | 1,258 | ||||||
| Bank fees | — | — | ||||||
| Rent | — | 18,000 | ||||||
| Professional fees | 7,538 | 154 | ||||||
| TOTAL OPERATING EXPENSES | 9,270 | 19,464 | ||||||
| LOSS FROM OPERATIONS | (9,270 | ) | (19,464 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest Expense | (937 | ) | (250 | ) | ||||
| TOTAL OTHER INCOME (EXPENSE) | (937 | ) | (250 | ) | ||||
| PROVISION FOR INCOME TAXES | — | — | ||||||
| NET LOSS | $ | (10,207 | ) | $ | (19,714 | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | * | * | ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 20-1 forward stocks split) | 132,900,000 | 132,900,000 | ||||||
* Less than $0.00 per share
The accompanying notes are an integral part of these financial statements.
| F-2 |
VOPIA, INC.
(FORMERLY BLUE FASHION CORP.)
STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended April 30, 2016 | Three Months Ended April 30, 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | (10,207 | ) | $ | (19,714 | ) | ||
| 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 | 3,242 | 15,750 | ||||||
| Increase in accrued interest | 937 | 250 | ||||||
| Decrease in prepaid expenses | — | 3,662 | ||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (5,976 | ) | — | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Furniture and Equipment | — | — | ||||||
| CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | — | — | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related party | — | — | ||||||
| Due to shareholder | — | — | ||||||
| Proceeds from promissory note payable | — | — | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | — | — | ||||||
| NET INCREASE (DECREASE) IN CASH | (5,976 | ) | — | |||||
| Cash, beginning of period | 5,976 | — | ||||||
| Cash, end of period | $ | — | $ | — | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes paid | $ | — | $ | — | ||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
VOPIA, INC.
(FORMERLY BLUE FASHION CORP.)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2016
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 SIGNIFCANT 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, 2016 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.
Cashand CashEquivalents
The Companyconsiders allhighly liquidinvestments withthe originalmaturitiesofthreemonthsorlesstobe cashequivalents. The Company had $0 and $5,976 of cash as of April 30, 2016 and January 31, 2016 respectively.
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.
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.
| F-4 |
VOPIA, INC.
(FORMERLY BLUE FASHION CORP.)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2016
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
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, 2016.
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 – 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. During the year ended January 31, 2016, the Company has recorded an impairment of the investment in intellectual property in the amount of $ 10,000.
NOTE 4 – LOANS FROM DIRECTOR AND SHAREHOLDER
On May 11, 2012, a director loaned $381 to incorporate the Company.
On November 1, 2012, a director loaned the Company $167 to purchase a business license and file an initial list with Nevada Secretary of State.
On November 6, 2012, a director loaned $5,000 to the Company for business expenses.
On January 23, 2014, a director loaned $1,050 to purchase a Nikon D7000 digital SLR camera, and an 18-55mm AF-S DX VR Nikon Zoom Lens.
The above 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.
| F-5 |
VOPIA, INC.
(FORMERLY BLUE FASHION CORP.)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2016
NOTE 4 – LOANS FROM DIRECTOR AND SHAREHOLDER (CONTINUED)
The balance due to the director was $0 and $0 as of April 30, 2016 and January 31, 2016, 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, 2016 and January 31, 2016, respectively.
NOTE 5 – 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. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when it should have been recorded as a note payable. This has been reclassified on the balance sheet as of April 30, 2016 and January 31, 2016.
The balance as of April 30, 2016 and January 31, 2016 of advances from related party was $18,000 and $18,000, respectively.
NOTE 6- NOTES PAYABLE
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. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when it should have been recorded as a note payable. This has been reclassified on the balance sheet as of April 30, 2016 and January 31, 2016..
On June 24, 2015 the Company issued a promissory note payable in the amount of $12,500. The note bears interest at 10% per annum and is due on demand.
On December 10, 2015 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.
The balance as of April 30, 2016 and January 31, 2016 of notes payable $37,500 and $37,500, respectively.
| F-6 |
VOPIA, INC.
(FORMERLY BLUE FASHION CORP.)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2016
NOTE 7 – COMMON STOCK
The Company has 250,000,000, $0.001 par value shares of common stock authorized.
Effective September 9, 2014 the Company’s board of directors and majority of its shareholders approved a 20 for 1 forward split of the Company’s 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 132,900,000 shares of common stock issued and outstanding as of April 30, 2016.
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 $58,500 has been recorded as of January 31, 2016. The related party has agreed to waive accrued rent of $58,500 as of January 31, 2016. The forgiveness of rent has been recorded has an increase in additional paid in capital. As of February 1, 2016, no additional rent expense has been charged to the company.
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, 2016. 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
On February 18, 2016, the Company entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with Saqoia Corp., a Delaware corporation (“Saqoia”) pursuant to which the Company will acquire Saqoia’s big data and search technology business. Specifically, the Company will acquire from Saqoia: (i) the rights to its database of 140 million company data; (ii) priority software to crawl and organize company information in real time; (iii) 51% ownership in Fastbase Inc. and Masterseek Corp., both Nevada corporations; and (iv) goodwill of the business
In consideration for the foregoing, the Company agreed to issue to Saqoia 300,000,000 shares of its common stock. The closing of the Purchase Agreement is to occur on March 25, 2016 after the satisfaction or waiver of all conditions to closing.
On June 22, 2016 both parties agreed to terminate the Agreement of Purchase and Sale
| 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.
Overview
We have been engaged in the business of offering technological solutions to small to medium sized enterprises, including, and among other things, business search capabilities, our Business Mapping App, and a global business network. As of the date of this filing, however, we have no products or services commercially available and we have achieved no revenues. We have very limited working capital and we are dependent on capital to fund our business operations. For these reasons, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.
Since our inception, we have been attempting to raise money to complete our technological solutions, but have not been able to secure the funds necessary to do so. The lack of funds and the present economy have prevented that from happening. We have subsisted on small loans for working capital expenses. As we have been unable to raise the capital necessary to develop and market our solutions, we have recently been engaged in a search for other business opportunities which may benefit our shareholders and allow us to raise capital and operate. Recent negotiations with what we believe is a more viable business opportunity leads us to believe that we will be revising our business plan and focus over the coming months. If this opportunity does not develop, however, we will continue to both seek new opportunities and look for capital to develop our solutions.
Results of operations for the three months ended April 30, 2016 and 2015
We have not earned any revenues since our inception on May 14, 2012. We have been unable to raise capital to develop our technological solutions and we are currently looking for other business opportunities to generate revenues.
We incurred operating expenses in the amount of $9,270 for the three months ended April 30, 2016, as compared with $19,464 for the same period ended 2015. Our operating expenses for the three months ended April 30, 2016 were mainly attributable to professional fees of $7,538 and general and administrative expenses of $1,680, whereas our operating expenses for the three months ended April 30, 2015 were mainly attributable to rent of $18,000.
We incurred interest expenses of $937 and $250 for the three months ended April 30, 2016 and 2015, respectively.
We incurred a net loss in the amount of $10,207 for the three months ended April 30, 2016, as compared with a net loss of $19,714 for the same period ended 2015.
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Our losses for each period are attributable to operating expenses together with a lack of any revenues.
Liquidity and Capital Resources
As of April 30, 2016, we had current assets of $0 and total assets of $374. Our total current liabilities as of April 30, 2016 were $65,493. As a result, we had a working capital deficit of $65,493 as of April 30, 2016.
Operating activities used $5,976 in cash for the three months ended April 30, 2016, as compared with $0 for the three months ended April 30, 2015. Our negative operating cash in 2016 flow was mainly the result of our net loss of $6,990, offset by an increase in accrued interest of $937.
On December 29, 2016, we borrowed $25,000 under a promissory note. The note is due on demand has annual interest at 10%. This money is earmarked for our working capital needs.
On February 13, 2017, we borrowed $50,000 under a promissory note. The note is due on demand has annual interest at 10%. This money is earmarked for our working capital needs.
Despite the short term loan, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. 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, 2016, 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.
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, 2016. 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, 2016,
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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, 2016, 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, 2017: (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, 2016 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.
PART II – OTHER INFORMATION
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
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None
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
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| 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, 2016 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: | March 1, 2017
|
| By: | /s/ Jorgen Frederiksen Jorgen Frederiksen |
| Title: | Chief Executive Officer and Director |
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