Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 22, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | INTELLIGENT CLOUD RESOURCES INC. | ||
Entity Central Index Key | 1,634,912 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 6,000,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 74,639 | $ 991 |
Due from a shareholder [Note 7] | 3,375 | |
Due from a related party [Note 7] | 1,563 | |
Total current assets | $ 74,639 | 5,929 |
TOTAL ASSETS | 74,639 | $ 5,929 |
CURRENT LIABILITIES | ||
Due to a shareholder [Note 7] | 4,849 | |
Due to a related party [Note 7] | 980 | |
Accrued and other liabilities | 76,331 | $ 1,461 |
Total current liabilities | 82,160 | $ 1,461 |
Convertible promissory notes [Note 4] | 92,569 | |
Derivative liabilities [Note 5] | 2,578 | |
TOTAL LIABILITIES | 177,307 | $ 1,461 |
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY | ||
Authorized: 7,500,000 common stock, par value $0.001 Issued and outstanding: 6,000,000 common stock at $0.001 as at December 31, 2015 (December 31, 2014: 6,000,000) [Note 6] | 6,000 | 6,000 |
Additional paid-in capital | 12,162 | 12,162 |
Accumulated Deficit | (120,811) | (13,711) |
Accumulated other comprehensive (loss) income | (19) | 17 |
Total stockholders' (deficiency) equity | (102,668) | 4,468 |
STOCKHOLDERS' (DEFICIENCY) EQUITY | $ 74,639 | $ 5,929 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common stock, shares issued | 6,000,000 | 6,000,000 |
Common stock, shares outstanding | 6,000,000 | 6,000,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
EXPENSES | ||
Salaries and wages | $ 60,000 | |
Legal Fees | $ 5,150 | 19,445 |
Audit and accounting fees | 5,621 | 9,926 |
Other professional fees | $ 2,776 | 17,075 |
Change in fair value of derivatives [Note 5] | 111 | |
Interest and bank charges | $ 164 | 543 |
Total expenses | 13,711 | 107,100 |
Net loss for the period before income taxes | $ (13,711) | $ (107,100) |
Income taxes [Note 8] | ||
Net loss for the year/period | $ (13,711) | $ (107,100) |
Foreign currency translation adjustment | 17 | (36) |
COMPREHENSIVE LOSS | $ (13,694) | $ (107,136) |
Loss per share, basic and diluted | $ (0.019) | $ (0.018) |
Weighted average number of common stock outstanding, basic and diluted | 705,823 | 6,000,000 |
Statements of Stockholders' (De
Statements of Stockholders' (Deficiency) Equity - USD ($) | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income |
Begining balance at Mar. 26, 2014 | |||||
Begining balance, shares at Mar. 26, 2014 | |||||
Proceeds from issuance of founder shares | $ 4,500 | $ 4,500 | |||
Proceeds from issuance of founder shares, shares | 4,500,000 | ||||
Proceeds from issuance of shares | 13,662 | $ 1,500 | $ 12,162 | ||
Proceeds from issuance of shares, shares | 1,500,000 | ||||
Loss for the year/period | (13,711) | $ (13,711) | |||
Cumulative translation adjustment | 17 | $ 17 | |||
Ending balance at Dec. 31, 2014 | 4,468 | $ 6,000 | $ 12,162 | (13,711) | $ 17 |
Ending balance, shares at Dec. 31, 2014 | 6,000,000 | ||||
Loss for the year/period | (107,100) | (107,100) | |||
Cumulative translation adjustment | (36) | $ (36) | |||
Ending balance at Dec. 31, 2015 | $ (102,668) | $ 6,000 | $ 12,162 | $ (120,811) | $ (19) |
Ending balance, shares at Dec. 31, 2015 | 6,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the year/period | $ (13,711) | $ (107,100) |
Interest expense - accretion of convertible notes | 36 | |
Change in fair value of derivatives | 111 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | $ 1,461 | 74,870 |
Net cash used in operating activities | (12,250) | $ (32,083) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Due from a related party | (1,563) | |
Cash used in investing activities | (1,563) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible promissory notes | 13,662 | $ 95,000 |
Due to a shareholder | $ 1,125 | 8,224 |
Due to a related party | 2,543 | |
Net cash provided by financing activities | $ 14,787 | 105,767 |
Net increase in cash during the year/period | 974 | 73,684 |
Effect of foreign currency translation | $ 17 | (36) |
Cash, beginning of the year/period | 991 | |
Cash, end of the year/period | $ 991 | $ 74,639 |
Non-cash investing and financing | ||
Issuance of shares against due from stockholders | $ 4,500 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Intelligent Cloud Resources Inc. (the “Company”) was incorporated on March 27, 2014 in the state of Nevada. The Company is engaged in providing IT solutions and Cloud based services. The Company’s principal place of business is located at 8717 N. Mattox Rd., C198, Kansas City, MO 64154. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN These financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar. Comparative information presents results for the period from March 27, 2014 (inception) to December 31, 2014. Use of Estimates The preparation of the financial statements in conformity with US GAAP 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 periods. Areas involving significant estimates and assumptions include accruals, going concern assessment and valuation allowance for deferred tax asset. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2015 and 2014. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made The Company’s financial instruments consist of cash, due from/to a shareholder, due from/to a related party, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt. The Company reviews its conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, 2015, the Company had convertible debt. The fair value of the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and derivative liability under level three. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include due to shareholder and related party. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. The accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. The estimated fair value of accounts payable, and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The following table presents liabilities that are measured and recognized at fair value as of December 31, 2015 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains Derivatives $ - $ - $ 2,578 $ (111 ) Fair value at December 31, 2015 $ - $ - $ 2,578 $ (111 ) Foreign Currency Translation The Company’s functional currency is the Canadian dollar (“CDN”). The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with FASB ASC 830. The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with FASB ASC 830. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in other income (expenses) on the Statement of Operations. Comprehensive Income (Loss) ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statement of operations and comprehensive loss. Comprehensive income comprised equity except for those transactions resulting from investments by owners and distribution to owners. Cash Cash, includes deposits in banks which are unrestricted as to withdrawal or use. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only 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 should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" In January 2016, the FASB issued accounting guidance that affects the accounting for equity investments, financial liabilities accounted for under the fair value option and the presentation and disclosure requirements for financial instruments. Under the new guidance, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values. For financial liabilities when the fair value option has been elected, changes in fair value due to instrument-specific credit risk will be recognized separately in other comprehensive income. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new guidance is effective January 1, 2018, with the cumulative effect adjustment from initially applying the new guidance recognized in the Statement of Financial Position as of the beginning of the year of adoption. We do not expect the adoption to have a material impact on our financial statements. In April 2015, the FASB issued ASU 2015-05, “ Intangibles — Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” Revenue Recognition (Topic 605) Recently Adopted Accounting Standards On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They became effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” The Company adopted the new requirements in the fourth quarter of fiscal 2015 on a retrospective basis. The adoption did not have a material impact on the Company's financial statements. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company adopted the new requirements on a retrospective basis. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Promissory Note [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 4. CONVERTIBLE PROMISSORY NOTES In December 2015, the Company entered into convertible promissory note agreements (the “Agreements”) with certain investors (referred to as the "the Holders" or “Mini Investors”), whereby the Company issued Convertible Notes (the “Convertible Notes" or “Notes”) in various principal amounts. The notes bear an interest rate of 10% per annum. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of the Company's common stock. The key terms/features of the Mini Investors Convertible Notes are as follows: 1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non–assessable shares of Common Stock (par value $.001). 2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low volume weighted average price (“VWAP”) (default condition). 3. Beneficial ownership is limited to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of Common Stock upon conversion. 4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes. 5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate. No conversions occurred and no notes were redeemed in the year ended December 31, 2015. Outstanding convertible promissory notes as at December 31, 2015 are as follows: Promissory notes issued during Q4 2015 $ 95,000 Discount recognized due to embedded derivatives (2,467 ) Accretion on notes for Q4 2015 36 Accreted value of notes as at December 31, 2015 92,569 The embedded conversion features and reset feature in the notes were accounted for as a derivative liability based on FASB guidance (also refer note 5). The details of the convertible promissory notes issued are as follows: Issue date Maturity date Note amount $ Interest rate per annum Conversion rate December 8, 2015 May 8, 2017 25,000 10% Fixed conversion price $0.50; or lessor of fixed conversion December 30, 2015 May 31, 2017 70,000 10% Fixed conversion price $0.50 95,000 Interest expense for the year ended December 31, 2015 recognized on these convertible promissory notes amounts to $203 (2014: $nil), included in interest and bank charges in the statements of operations. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | 5. DERIVATIVE LIABILITIES Debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The fair value of the Convertible Notes embedded derivatives as of issuance, conversion, redemption, and the valuation date December 31, 2015 are: Issue/valuation date Dec 8, 2015 Dec 30, 2015 Dec 31, 2015 Notes face value $ 25,000 $ 70,000 $ 95,000 Derivative value on issuance 762 1,705 2,578 Mark to market - - 111 A multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions: Assumptions December 31, 2015 Dividend yield 0.00 % Risk-free rate for term 0.65 % Volatility 182.5 % Maturity dates 1.35-1.42 years Stock Price 0.046 |
Stockholders' (Deficiency) Equi
Stockholders' (Deficiency) Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' (Deficiency) Equity [Abstract] | |
STOCKHOLDERS' (DEFICIENCY) EQUITY | 6. STOCKHOLDERS’ (DEFICIENCY) EQUITY COMMON STOCK - AUTHORIZED As at December 31, 2015, the Company is authorized to issue 7,500,000 shares of common stock, with par value of $0.001. COMMON STOCK - ISSUED AND OUTSTANDING No shares were issued during the year ended December 31, 2015. At December 31, 2015, there were 6,000,000 shares of common stock issued and outstanding (December 31, 2014 - 6,000,000). During the period ended December 31, 2014, the Company issued: - 3,000,000 and 1,500,000 shares of common stock at par value of $0.001 to its founders, Fatima Khan and Rehan Saeed, respectively; and - 1,500,000 shares of common stock for $13,662 cash to 30 investors in a private placement. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions and Balances [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 7. RELATED PARTY TRANSACTIONS AND BALANCES Transactions are considered to be related party transactions if management has the ability to exercise significant control through its ownership of shares and presence on the board of directors. Transactions with related parties are in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. The amounts due to stockholders and other related party are unsecured, non-interest bearing and are payable on demand. Salaries and wages charged by stockholders as consideration for their services as CEO and CFO for the year ended December 31, 2015, amounted to $60,000 (2014: $nil). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | 8. INCOME TAXES Income taxes The provision for income taxes differs from that computed at US corporate tax rate of approximately 35% (2014: 35%) as follows: 2015 2014 Net loss for the year $ (107,100 ) $ (13,711 ) Expected income tax recovery from net loss (37,485 ) (4,799 ) Change in valuation allowance 37,485 4,799 - - Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2015: Deferred Tax Assets - Non-current: 2015 2014 Tax effect of NOL Carryover $ 42,284 4,799 Less valuation allowance (42,284 ) (4,799 ) Deferred tax assets, net of valuation allowance $ - $ - At December 31, 2015, the Company had net operating loss carryforwards of approximately $120,811(2014: $13,711) that may be offset against future taxable income from the year 2016 to 2036. No tax benefit has been reported in the December 31, 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to March 22, 2016, the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no material subsequent events to report. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar. Comparative information presents results for the period from March 27, 2014 (inception) to December 31, 2014. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP 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 periods. Areas involving significant estimates and assumptions include accruals, going concern assessment and valuation allowance for deferred tax asset. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2015 and 2014. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made The Company’s financial instruments consist of cash, due from/to a shareholder, due from/to a related party, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt. The Company reviews its conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, 2015, the Company had convertible debt. The fair value of the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and derivative liability under level three. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include due to shareholder and related party. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. The accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. The estimated fair value of accounts payable, and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The following table presents liabilities that are measured and recognized at fair value as of December 31, 2015 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains Derivatives $ - $ - $ 2,578 $ (111 ) Fair value at December 31, 2015 $ - $ - $ 2,578 $ (111 ) |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is the Canadian dollar (“CDN”). The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with FASB ASC 830. The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with FASB ASC 830. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in other income (expenses) on the Statement of Operations. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statement of operations and comprehensive loss. Comprehensive income comprised equity except for those transactions resulting from investments by owners and distribution to owners. |
Cash | Cash Cash, includes deposits in banks which are unrestricted as to withdrawal or use. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only 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 should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" In January 2016, the FASB issued accounting guidance that affects the accounting for equity investments, financial liabilities accounted for under the fair value option and the presentation and disclosure requirements for financial instruments. Under the new guidance, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values. For financial liabilities when the fair value option has been elected, changes in fair value due to instrument-specific credit risk will be recognized separately in other comprehensive income. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new guidance is effective January 1, 2018, with the cumulative effect adjustment from initially applying the new guidance recognized in the Statement of Financial Position as of the beginning of the year of adoption. We do not expect the adoption to have a material impact on our financial statements. In April 2015, the FASB issued ASU 2015-05, “ Intangibles — Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” Revenue Recognition (Topic 605) |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They became effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” The Company adopted the new requirements in the fourth quarter of fiscal 2015 on a retrospective basis. The adoption did not have a material impact on the Company's financial statements. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company adopted the new requirements on a retrospective basis. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of liabilities measured and recognized at fair value on a recurring and non - recurring basis | Description Level 1 Level 2 Level 3 Gains Derivatives $ - $ - $ 2,578 $ (111 ) Fair value at December 31, 2015 $ - $ - $ 2,578 $ (111 ) |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Promissory Note [Abstract] | |
Schedule of convertible promissory notes | Promissory notes issued during Q4 2015 $ 95,000 Discount recognized due to embedded derivatives (2,467 ) Accretion on notes for Q4 2015 36 Accreted value of notes as at December 31, 2015 92,569 |
Schedule of convertible promissory notes issued | Issue date Maturity date Note amount $ Interest rate per annum Conversion rate December 8, 2015 May 8, 2017 25,000 10% Fixed conversion price $0.50; or lessor of fixed conversion December 30, 2015 May 31, 2017 70,000 10% Fixed conversion price $0.50 95,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Liabilities [Abstract] | |
Schedule of fair value of convertible notes embedded derivatives | Issue/valuation date Dec 8, 2015 Dec 30, 2015 Dec 31, 2015 Notes face value $ 25,000 $ 70,000 $ 95,000 Derivative value on issuance 762 1,705 2,578 Mark to market - - 111 |
Schedule of convertible notes embedded derivatives | Assumptions December 31, 2015 Dividend yield 0.00 % Risk-free rate for term 0.65 % Volatility 182.5 % Maturity dates 1.35-1.42 years Stock Price 0.046 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of income taxes | 2015 2014 Net loss for the year $ (107,100 ) $ (13,711 ) Expected income tax recovery from net loss (37,485 ) (4,799 ) Change in valuation allowance 37,485 4,799 - - |
Schedule of deferred tax assets | Deferred Tax Assets - Non-current: 2015 2014 Tax effect of NOL Carryover $ 42,284 4,799 Less valuation allowance (42,284 ) (4,799 ) Deferred tax assets, net of valuation allowance $ - $ - |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Fair value at December 31, 2015 | $ (111) |
Derivative [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Derivatives | $ (111) |
Level 1 [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Fair value at December 31, 2015 | |
Level 1 [Member] | Derivative [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Derivatives | |
Level 2 [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Fair value at December 31, 2015 | |
Level 2 [Member] | Derivative [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Derivatives | |
Level 3 [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Fair value at December 31, 2015 | $ 2,578 |
Level 3 [Member] | Derivative [Member] | |
Summary of liabilities measured and recognized at fair value on a recurring and non-recurring basis | |
Derivatives | $ 2,578 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2015 | Dec. 30, 2015 | Dec. 08, 2015 |
Convertible Promissory Note [Abstract] | |||
Promissory notes issued during Q4 2015 | $ 95,000 | $ 70,000 | $ 25,000 |
Discount recognized due to embedded derivatives | (2,467) | ||
Accretion on notes for Q4 2015 | 36 | ||
Accreted value of notes as at December 31, 2015 | $ 92,569 |
Convertible Promissory Notes 23
Convertible Promissory Notes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 30, 2015 | Dec. 08, 2015 | |
Debt Instrument [Line Items] | |||
Note amount | $ 95,000 | $ 70,000 | $ 25,000 |
Interest rate per annum | 10.00% | ||
Convertible Debt One [Member] | |||
Debt Instrument [Line Items] | |||
Issue date | Dec. 8, 2015 | ||
Maturity date | May 8, 2017 | ||
Note amount | $ 25,000 | ||
Interest rate per annum | 10.00% | ||
Conversion rate | Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) | ||
Convertible Debt Two [Member] | |||
Debt Instrument [Line Items] | |||
Issue date | Dec. 30, 2015 | ||
Maturity date | May 31, 2017 | ||
Note amount | $ 70,000 | ||
Interest rate per annum | 10.00% | ||
Conversion rate | Fixed conversion price $0.50 or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition |
Convertible Promissory Notes 24
Convertible Promissory Notes (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Convertible Promissory Notes (Textual) | ||
Beneficial ownership and affiliates percentage | 9.99% | |
Convertible notes, description | 1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non assessable shares of Common Stock (par value $.001). 2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low volume weighted average price ("VWAP") (default condition). 3. Beneficial ownership is limited to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of Common Stock upon conversion. 4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes. 5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate. | |
Interest expense | $ 203 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Dec. 08, 2015 | Dec. 30, 2015 | Dec. 31, 2015 |
Derivative Liabilities [Abstract] | |||
Notes face value | $ 25,000 | $ 70,000 | $ 95,000 |
Derivative value on issuance | $ 762 | $ 1,705 | 2,578 |
Mark to market | $ 111 |
Derivative Liabilities (Detai26
Derivative Liabilities (Details 1) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Derivative Liabilities [Line Items] | |
Dividend yield | 0.00% |
Risk-free rate for term | 0.65% |
Volatility | 182.50% |
Stock Price | $ 0.046 |
Maximum [Member] | |
Derivative Liabilities [Line Items] | |
Maturity date | 1 year 5 months 1 day |
Minimum [Member] | |
Derivative Liabilities [Line Items] | |
Maturity date | 1 year 4 months 6 days |
Stockholders' (Deficiency) Eq27
Stockholders' (Deficiency) Equity (Details) | Dec. 31, 2015$ / sharesshares | Dec. 30, 2015USD ($) | Dec. 31, 2014USD ($)Investors$ / sharesshares |
Stockholders' Equity (Textual) | |||
Common stock, shares authorized | 7,500,000 | 7,500,000 | |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 6,000,000 | 6,000,000 | |
Common stock, shares outstanding | 6,000,000 | 6,000,000 | |
Common stock, shares issued value | $ | $ 6,000 | $ 6,000 | |
Private Placement [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, shares issued | 1,500,000 | ||
Common stock, shares issued value | $ | $ 13,662 | ||
Number of investors | Investors | 30 | ||
Fatima Khan [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, par value | $ / shares | $ 0.001 | ||
Common stock, shares issued | 3,000,000 | ||
Rehan Saeed [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, par value | $ / shares | $ 0.001 | ||
Common stock, shares issued | 1,500,000 |
Related Party Transactions an28
Related Party Transactions and Balances (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Related Party Transactions and Balances (Textual) | ||
Salaries and wages | $ 60,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Net loss for the year | $ (13,711) | $ (107,100) |
Expected income tax recovery from net loss | (4,799) | (37,485) |
Change in valuation allowance | $ 4,799 | $ 37,485 |
Income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 30, 2015 | Dec. 31, 2014 |
Income Taxes [Abstract] | ||
Tax effect of NOL Carryover | $ 42,284 | $ 4,799,000 |
Less valuation allowance | $ (42,284) | $ (4,799,000) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 30, 2015 | |
Income Taxes (Textual) | |||
Net operating loss carryforwards | $ 13,711 | $ 120,811 | |
Percentage of taxes at US corporate tax rate | 35.00% | 35.00% |