Evolution Blockchain (EVBC) 10-Q 14 Sep 16 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Jul. 31, 2016	Sep. 14, 2016
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 31, 2016
Trading Symbol	oaxrc
Entity Registrant Name	GARMATEX HOLDINGS LTD.
Entity Central Index Key	1,606,364
Current Fiscal Year End Date	--04-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		33,169,118
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS	Jul. 31, 2016USD ($)	Apr. 30, 2016USD ($)
Current assets
Cash	$ 3,999	$ 51
Due from related party -	460,528	79,776
Total current assets	464,527	79,827
Total assets	464,527	79,827
Current liabilities
Accounts payable and accrued liabilities	11,440	8,000
Notes payable	0	79,776
Total current liabilities	11,440	87,776
Long term liabilities
Accrued interest payable -	4,274	3,659
Promissory notes payable -	40,700	40,700
Total long term liabilities	44,974	44,359
Total liabilities	56,414	132,135
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value 10,000,000 shares authorized, none issued and outstanding	0	0
Common stock, $0.001 par value - 1,125,000,000 shares authorized 32,750,000 and 31,500,000 shares issued and outstanding, respectively	32,750	31,500
Share subscriptions payable	138,531	0
Share subscriptions receivable	(38,929)	0
Additional paid in capital	414,807	25,460
Accumulated deficit	(139,046)	(109,268)
Total stockholders' equity (deficit)	408,113	(52,308)
Total liabilities & stockholders' equity (deficit)	$ 464,527	$ 79,827

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jul. 31, 2016	Apr. 30, 2016
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,125,000,000	1,125,000,000
Common stock, shares issued	32,750,000	31,500,000
Common stock, shares outstanding	32,750,000	31,500,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Operating expenses
Operating expenses	$ 33,970	$ 17,321
Operating loss	(33,970)	(17,321)
Other income (expense)
Interest income -	4,807	0
Interest expense -	(615)	(479)
Total other income (expense)	4,192	(479)
Net loss	$ (29,778)	$ (17,800)
Basic net loss per common share- basic and diluted	$ (0.001)	$ (0.001)
Weighted average number of common shares outstanding - basic and diluted	32,316,656	32,347,825

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) - 3 months ended Jul. 31, 2016 - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscriptions Receivable [Member]	Subscriptions Payable [Member]	Accumulated Deficit [Member]	Total
Beginning Balance at Apr. 30, 2016	$ 31,500	$ 25,460			$ (109,268)	$ (52,308)
Beginning Balance (Shares) at Apr. 30, 2016	31,500,000
Capital stock issued for cash (Shares)						1,250,000
Shares issued for cash loaned to related party:	$ 1,000	270,892				$ 271,892
Shares issued for cash loaned to related party: (Shares)	1,000,000
Shares issued for note payable:	$ 250	79,526				79,776
Shares issued for note payable: (Shares)	250,000
Subscription receivable:		38,929	$ (38,929)
Subscription payable:				$ 138,531		138,531
Net loss					(29,778)	(29,778)
Ending Balance at Jul. 31, 2016	$ 32,750	$ 414,807	$ (38,929)	$ 138,531	$ (139,046)	$ 408,113
Ending Balance (Shares) at Jul. 31, 2016	32,750,000

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Apr. 30, 2016
Cash flows used in operating activities
Net loss	$ (29,778)	$ (17,800)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	29,397	10,478
Interest receivable	(4,807)	0
Accrued long term interest payable	615	479
Net cash used in operating activities	(4,573)	(6,843)
Cash flows from investing activities
Advanced to related party	(130,010)	0
Net cash used in investing activities	(130,010)	0
Cash flows from financing activities
Cash received for common stocks to be issued	138,531	0
Due to related party	0	7,500
Net cash provided by financing activities	138,531	7,500
Increase in cash during the period	3,948	657
Cash, beginning of the period	51	58	$ 58
Cash, end of the period	3,999	715	$ 51
Non-cash financing and investing activities
Common stock issued for note payable	79,776	0
Common stock issued for cash loaned to related party	271,892	0
Common stock subscription receivable	38,929	0
Operating expenses paid directly by related party	19,805	0
Interest and taxes paid in cash	$ 0	$ 0

Basis of Presentation

Basis of Presentation	3 Months Ended
	Jul. 31, 2016
Basis of Presentation [Text Block]	Note 1 Basis of Presentation While the information presented in the accompanying interim consolidated financial statements for the three months ended July 31, 2016 and 2015 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the years ended April 30, 2016 and 2015 included elsewhere in the Company’s 10K. Operating results for the three months ended July 31, 2016 are not necessarily indicative of the results that can be expected for the year ending April 30, 2017.

Nature of Operations and Abilit

Nature of Operations and Ability To Continue As A Going Concern	3 Months Ended
	Jul. 31, 2016
Nature of Operations and Ability To Continue As A Going Concern [Text Block]	Note 2 Nature of Operations and Ability to Continue as a Going Concern On August 15, 2016, the Company changed its corporate name from Oaxaca Resources Inc. to Garmatex Holdings Ltd. Oaxaca Resources Corp. (the “Company”) was incorporated in the State of Nevada, United States of America on April 9, 2014. The Company was formed for the purpose of acquiring and developing mineral properties. The Company’s year-end is April 30. These interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these interim consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has yet to achieve profitable operations, has an accumulated deficit of $139,046 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. On April 8, 2016, the Company entered into a definitive Arrangement Agreement with Garmatex Technologies, Inc., a private company incorporated under the laws of the Province of British Columbia, Canada ("Garmatex"), pursuant to which the Company has agreed to acquire all of the issued and outstanding securities of Garmatex in exchange for equivalent securities of the Company by way of a statutory arrangement (the “Arrangement”) pursuant to the Business Corporations Act Effective August 15, 2016, the Company effected a forward stock split (the “Company Forward Stock Split”) on the basis of 12.5:1. As such, the Company’s authorized capital was increased from 90,000,000 shares of common stock, par value $0.001 to 1,125,000,000 shares of common stock, par value $0.001 and all shares of common stock issued and outstanding were increased on the basis of twelve and one half new shares for each one old shares. These interim consolidated financial statements give retroactive effect to such forward split and all share and per share amounts have been adjusted accordingly.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Jul. 31, 2016
Related Party Transactions [Text Block]	Note 3 Related Party Transactions Management considers all directors, officers and persons with a significant influence over the operations of the Company to be related parties. During the year ended April 30, 2015, the Company’s former President loaned $5,000 to the Company and the Company issued a promissory note in the amount of $5,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018. As of the year ended April 30, 2016, this note payable and a $22,000 note payable from fiscal 2014 were no longer classified as related party and reclassified to third party note payable. During the year ended April 30, 2016, a company with a former common director loaned a total of $7,600 to the Company in exchange for the issuance by the Company of promissory notes in the aggregate amount of $7,600. The promissory notes are unsecured, bear interest at 6% per annum, and mature on December 31, 2018.This loan was assigned to the former President during April 30, 2016 and is a part of the $40,700 note payable due as of April 30, 2016, see note 4. On April 22, 2016, the Company received a promissory note in the amount of CDN$100,000 (US$79,776) from Garmatex Technologies, pursuant to the secured and subordinated loan agreement dated April 8, 2016. The notes were bearing interest at 5% per annum and payable semi-annually prior to maturity. Repayment of the notes, together with all outstanding interest accrued, will be due and payable on the earlier of; (a) nine months from the advancement date, (b) the closing of the Arrangement Transactions, and (c) 90 calendar days from the termination of the LOI or any formal Arrangement Transaction agreement which supersedes the LOI. The lender at all times has right to convert any portion of the principal and interest outstanding into securities of the Borrower. During the three months ended July 31, 2016, the Company received promissory notes in the aggregate amount of CDN$521,058 (US$401,902) from Garmatex Technologies, pursuant to the secured and subordinated loan agreement dated April 8, 2016. The notes were bearing interest at 5% per annum and payable semi-annually prior to maturity. Repayment of the notes, together with all outstanding interest accrued, will be due and payable on the earlier of; (a) nine months from the advancement date, (b) the closing of the Arrangement Transactions, and (c) 90 calendar days from the termination of the LOI or any formal Arrangement Transaction agreement which supersedes the LOI. The lender at all times has right to convert any portion of the principal and interest outstanding into securities of the Borrower. During the three months ended July 31, 2016, under the above agreement the Company recorded due from related party of $271,892 for cash received directly by Garmatex Technologies on behalf of the Company for common shares sold and $130,010 advanced to Garmatex Technologies. Additionally, there were repayments of $25,957, pursuant to notes receivable of $481,678, of which $19,805 was to pay for operating expenses on behalf of the Company in the current year and $6,152 was used for payments of accounts payable on behalf of the Company. As of July 31, 2016, the balance of notes receivable was $455,721. During the three months ended July 31, 2016, the Company recorded interest income of $4,807 (2015 - $nil) pursuant to notes receivable of $481,678. Total accrued interest on all outstanding notes receivable as of July 31, 2016 was $4,807 (April 30, 2016 - $nil). During the year ended April 30, 2016, our principal executive offices were provided to us at no cost by the Company CEO, president, chief financial officer, treasurer and sole director.

Notes Payable

Notes Payable	3 Months Ended
	Jul. 31, 2016
Notes Payable [Text Block]	Note 4 Notes Payable During the year ended April 30, 2016, a shareholder, with less than a 5% equity interest in the Company, loaned a total of $6,100 to the Company. The Company issued promissory notes in the aggregate amount of $6,100. The promissory notes are unsecured, bear interest at 6% per annum, and mature on December 31, 2018. On March 16, 2016, promissory note holders unconditionally assigned all of their right, title and interest in and under those promissory notes executed in favour of the holder totalling $13,700 to a non-related party. On April 22, 2016, the Company entered into a subscription agreement to issue 250,000 shares of common stock in the Company at a price of CDN$0.40 per common share for proceeds of CDN$100,000 which are being held in trust by Garmatex Technologies. As of April 30, 2016, outstanding share subscriptions had not yet been issued by the Company as such the Company has a note payable due to the subscriber of CDN$100,000 (US$79,776). Pursuant to the subscription agreement dated June 17, 2016, the subscription was accepted by the Company and the shares were issued on June 3, 2016 and is therefore no longer accounted for as a note payable. During the three months ended July 31, 2016, the Company charged interest expense of $615 (2015 - $479) pursuant to notes payable of $40,700. Total accrued interest on all outstanding notes payable as of July 31, 2016 was $4,274 (April 30, 2016 - $3,659).

Capital Stock

Capital Stock	3 Months Ended
	Jul. 31, 2016
Capital Stock [Text Block]	Note 5 Capital Stock a) Authorized share capital The authorized common stock of the Company consists of 1,125,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of July 31, 2016, the Company had 32,750,000 shares of common stock and no shares of preferred stock outstanding. b) Issued share capital On June 3, 2016, the Company issued 1,000,000 common shares of the Company at a price of $0.40 CAD per Unit for aggregate proceeds of $400,000 CDN ($310,821 USD) pursuant to a private placement agreement. The proceeds of $271,892 were received directly by Garmatex Technologies, Inc. on behalf of the Company and recorded as due from related party, see note 3. As of July 31, 2016, $50,000 CDN ($38,929 USD) remains outstanding to be received and is presented as a subscription receivable. On June 3, 2016, the Company issued 250,000 common shares of the Company at a price of $0.40 CAD per Unit to satisfy a note payable in the amount of $100,000 CDN ($79,776 USD) which was due as of April 30, 2016, see note 4. c) Shares to be issued On July 17, 2016, the Company agreed to issue 125,000 common shares at a price of $0.40 CDN per common share for consideration of $50,000 CDN ($38,531 USD) pursuant to a subscription agreement. These shares were issued subsequent to July 31, 2016 and are included in equity at July 31, 2016 as shares subscriptions payable. On July 28, 2016, the Company agreed to issue 294,118 common shares at a price of $0.34 per common share for consideration of $100,000 pursuant to a subscription agreement. These shares were issued subsequent to July 31, 2016 and are included in equity at July 31, 2016 as shares subscriptions payable. d) Warrants At July 31, 2016, the Company had 834,559 share purchase warrants outstanding as follows: Exercise Expiry Number Price Date 625,000 $0.60 June 17, 2018 62,500 $0.60 July 17, 2018 147,059 $0.60 July 28, 2018 834,559 During the three months ended July 31, 2016, the Company issued an aggregate of 834,559 warrants, along with the 1,250,000 common stock issued for cash, exercisable at a weighted average exercise price of $0.60 per share for a period of two years from the date of issuance, pursuant to subscription agreements. Each warrant entitles the holder the right to purchase one common share.

Capital Stock (Tables)

Capital Stock (Tables)	3 Months Ended
	Jul. 31, 2016
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]	Exercise Expiry Number Price Date 625,000 $0.60 June 17, 2018 62,500 $0.60 July 17, 2018 147,059 $0.60 July 28, 2018 834,559

Nature of Operations and Abil13

Nature of Operations and Ability To Continue As A Going Concern (Narrative) (Details)	Aug. 15, 2016$ / sharesshares	Aug. 14, 2016$ / sharesshares	Jul. 31, 2016USD ($)$ / sharesshares	Apr. 30, 2016USD ($)$ / sharesshares
Accumulated deficit | $			$ 139,046	$ 109,268
Stockholders' Equity Note, Stock Split, Conversion Ratio	12.5
Common stock, shares authorized | shares	1,125,000,000	90,000,000	1,125,000,000	1,125,000,000
Common stock, par value | $ / shares	$ 0.001	$ 0.001	$ 0.001	$ 0.001

Related Party Transactions (Nar

Related Party Transactions (Narrative) (Details)	3 Months Ended		12 Months Ended
	Jul. 31, 2016USD ($)	Jul. 31, 2015USD ($)	Apr. 30, 2016USD ($)	Apr. 30, 2015USD ($)	Jul. 31, 2016CAD	Jun. 03, 2016USD ($)	Apr. 30, 2016CAD	Apr. 22, 2016USD ($)	Apr. 22, 2016CAD
Proceeds from related party loan	$ 0	$ 7,500
Reclassification of related party debt			$ 22,000
Promissory notes payable	40,700		40,700
Advanced to related party	130,010	0
Proceeds from Collection of Notes Receivable	25,957
Notes Receivable, Related Parties	455,721
Notes Receivable, Related Parties, Balance prior to collection of repayments	481,678
Operating expenses paid directly by related party	19,805	0
Accounts payable paid directly on behalf of the Company	6,152
Interest income	4,807	$ 0
Interest Receivable	4,807		0
Former President [Member]
Proceeds from related party loan				$ 5,000
Related party loan				$ 5,000
Debt instrument, interest rate				6.00%
Company with a Common Director [Member]
Proceeds from related party loan			7,600
Related party loan			$ 7,600
Debt instrument, interest rate			6.00%				6.00%
Garmatex Technologies [Member]
Related party loan	$ 401,902		$ 79,776		CAD 521,058	$ 271,892	CAD 100,000	$ 79,776	CAD 100,000
Debt instrument, interest rate	5.00%				5.00%			5.00%	5.00%
Advanced to related party	$ 130,010

Notes Payable (Narrative) (Deta

Notes Payable (Narrative) (Details)	3 Months Ended		12 Months Ended
	Jul. 31, 2016USD ($)	Jul. 31, 2015USD ($)	Apr. 30, 2016USD ($)	Jul. 31, 2016CAD	Jun. 03, 2016USD ($)	Apr. 30, 2016CAD	Apr. 22, 2016USD ($)shares	Apr. 22, 2016CADCAD / sharesshares	Mar. 16, 2016USD ($)
Notes payable	$ 40,700
Notes transferred to unrelated parties									$ 13,700
Common stock, shares subscribed | shares							250,000	250,000
Common stock, shares subscribed, price per share | CAD / shares								CAD 0.40
Common stock, value, subscriptions	138,531		$ 0					CAD 100,000
Interest expense, loans	615	$ 479
Accrued interest payable	$ 4,274		3,659
Shareholder with less than a 5% equity interest [Member]
Proceeds from notes payable			6,100
Notes payable			$ 6,100
Interest rate per annum			6.00%			6.00%
Garmatex Technologies [Member]
Interest rate per annum	5.00%			5.00%			5.00%	5.00%
Related party loan	$ 401,902		$ 79,776	CAD 521,058	$ 271,892	CAD 100,000	$ 79,776	CAD 100,000

Capital Stock (Narrative) (Deta

Capital Stock (Narrative) (Details)	Jun. 03, 2016USD ($)shares	Jun. 03, 2016CADCAD / sharesshares	Jul. 28, 2016USD ($)$ / sharesshares	Jul. 17, 2016USD ($)shares	Jul. 17, 2016CADCAD / sharesshares	Jul. 31, 2016USD ($)$ / sharesshares	Aug. 15, 2016$ / sharesshares	Aug. 14, 2016$ / sharesshares	Jul. 31, 2016CADshares	Jun. 03, 2016CAD / shares	Apr. 30, 2016USD ($)$ / sharesshares	Apr. 30, 2016CADshares	Apr. 22, 2016USD ($)	Apr. 22, 2016CAD
Common stock, shares authorized						1,125,000,000	1,125,000,000	90,000,000	1,125,000,000		1,125,000,000	1,125,000,000
Common Stock, Par or Stated Value Per Share | $ / shares						$ 0.001	$ 0.001	$ 0.001			$ 0.001
Authorized preferred stock						10,000,000			10,000,000		10,000,000	10,000,000
Preferred stock par value | $ / shares						$ 0.001					$ 0.001
Common stock outstanding						32,750,000			32,750,000		31,500,000	31,500,000
Common stock issued for cash	1,000,000	1,000,000				1,250,000
Sale of Stock, Price Per Share | CAD / shares										CAD 0.40
Proceeds from issuance of common stock	$ 310,821	CAD 400,000
Share subscriptions receivable						$ 38,929			CAD 50,000		$ 0
Stock issued during period, settlement of note payable	250,000	250,000
Stock issued during period, settlement of note payable, price per share | CAD / shares		CAD 0.40
Stock issued during period, settlement of note payable, amount satisfied	$ 79,776	CAD 100,000
Class of Warrant or Right, Outstanding						834,559			834,559
Class of Warrant or Right, Grants in Period, Net of Forfeitures						834,559
Class of Warrant or Right, Grants in Period, Exercise Price | $ / shares						$ 0.60
Subscription Agreement [Member]
Common stock issued for cash			294,118	125,000	125,000
Sale of Stock, Price Per Share | (per share)			$ 0.34		CAD 0.40
Proceeds from issuance of common stock			$ 100,000	$ 38,531	CAD 50,000
Garmatex Technologies [Member]
Related party loan	$ 271,892					$ 401,902			CAD 521,058		$ 79,776	CAD 100,000	$ 79,776	CAD 100,000

Schedule of Stockholders' Equit

Schedule of Stockholders' Equity Note, Warrants or Rights (Details)	Jul. 31, 2016$ / sharesshares
Class of Warrant or Right, Outstanding	834,559
Warrants expiring June 17, 2018 [Member]
Class of Warrant or Right, Outstanding	625,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.60
Warrants expiring July 17, 2018 [Member]
Class of Warrant or Right, Outstanding	62,500
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.60
Warrants expiring July 28, 2018 [Member]
Class of Warrant or Right, Outstanding	147,059
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.60