Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
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-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 90,866,665 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 28,091 | $ 74,639 |
Total current assets | 28,091 | 74,639 |
TOTAL ASSETS | 28,091 | 74,639 |
CURRENT LIABILITIES | ||
Due to stockholders [Note 7] | 22,152 | 4,849 |
Due to a related party [Note 7] | 980 | 980 |
Accrued and other liabilities | 19,512 | 76,331 |
Total current liabilities | 42,644 | 82,160 |
Convertible promissory notes [Note 4] | 92,569 | |
Derivative liability [Note 5] | 2,578 | |
TOTAL LIABILITIES | 42,644 | 177,307 |
STOCKHOLDERS' DEFICIENCY | ||
Authorized:100,000,000 common stock, par value $0.001 Issued and outstanding: 90,866,665 common stock at $0.001 as at September 30, 2016 (December 31, 2015: 90,000,000) [Note 6] | 90,866 | 90,000 |
Additional paid-in capital | 64,397 | (71,838) |
Accumulated Deficit | (169,885) | (120,811) |
Accumulated other comprehensive income | 69 | (19) |
Total stockholders' deficiency | (14,553) | (102,668) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 28,091 | $ 74,639 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 90,866,665 | 90,000,000 |
Common stock, shares outstanding | 90,866,665 | 90,000,000 |
Condensed Statement of Operatio
Condensed Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
REVENUE | $ 900 | |||
EXPENSES | ||||
Legal fees | 3,100 | 9,145 | 7,025 | |
Salaries and wages | 4,500 | 13,559 | ||
Audit and accounting fees | 4,042 | 2,123 | 11,650 | 6,071 |
Other professional fees | 2,130 | 1,200 | 7,604 | 3,228 |
Interest and bank charges | 4,090 | 69 | 9,900 | 221 |
General Expenses | 200 | 694 | ||
Change in fair value of derivatives [Note 5] | (15,329) | (2,578) | ||
Total expenses | 2,733 | 3,392 | 49,974 | 16,545 |
Net loss for the period before income taxes | (2,733) | (3,392) | (49,074) | (16,545) |
Income taxes | ||||
Net loss for the period | (2,733) | (3,392) | (49,074) | (16,545) |
Foreign currency translation adjustment | 10 | (31) | 88 | (39) |
COMPREHENSIVE LOSS | $ (2,723) | $ (3,423) | $ (48,986) | $ (16,584) |
Loss per share, basic and diluted | $ 0 | $ 0 | $ (0.0005) | $ (0.0002) |
Weighted average number of common stock outstanding, basic and diluted | 90,009,420 | 90,000,000 | 90,003,163 | 90,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (49,074) | $ (16,545) |
Interest expense - accretion of convertible notes | 2,431 | |
Change in fair value of derivatives | (2,578) | |
Interest accrued on notes converted into stock | 7,131 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (310) | |
Accounts payable and accrued liabilities | (56,819) | 10,153 |
Net cash used in operating activities | (98,909) | (6,702) |
INVESTING ACTIVITIES | ||
Due from stockholders | 3,375 | |
Cash used in investing activities | 3,375 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of stock | 34,970 | |
Due to a stockholder | 17,303 | 3,151 |
Net cash provided by financing activities | 52,273 | 3,151 |
Net (decrease) increase in cash during the year/period | (46,636) | (176) |
Effect of foreign currency translation | 88 | (39) |
Cash, beginning of the period | 74,639 | 991 |
Cash, end of the period | 28,091 | 776 |
Cash paid for interest | ||
Cash paid for taxes |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2016 | |
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 | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN These condensed interim 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 condensed interim 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 | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC. Accordingly, the unaudited condensed interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed interim financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2015. 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. Use of Estimates The preparation of the condensed interim 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 condensed interim 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, valuation of embedded derivatives within convertible promissory notes 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 . Revenue recognition Revenues from services are recognized when persuasive evidence of an arrangement exists, the services have been performed, the amount is fixed and determinable, and collection is reasonably assured. Recently Issued Accounting Standards The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 4. CONVERTIBLE PROMISSORY NOTES During the year ended December 31, 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 would bear an interest rate of 10% per annum. Under the convertible note agreements, the lender had 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 lender exercised this right on September 30, 2016. The key terms/features of the Mini Investors Convertible Notes were as follows: 1. The Holders had the right from and after the date of issuance, and until any time 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 $.0001). 2. The Notes were 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 VWAP (default condition). 3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%. 4. The Notes could 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 would bear interest at 10% per annum and a 0% penalty rate. These Convertible Notes, together with interest accrued on these notes, were converted into 633,332 shares of the Company on September 30, 2016. Outstanding convertible promissory notes as at September 30, 2016 and December 31, 2015 were as follows: Promissory notes issued during 2015 $ 95,000 Discount recognized due to embedded derivatives (2,467 ) Accretion on notes 36 Accreted value of notes as at December 31, 2015 92,569 Accretion on notes during period ended September 30, 2016 2,431 Notes converted during period ended September 30, 2016 (95,000 ) Accreted value of notes as at September 30, 2016 - 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 price $0.25 and 100% of 10 TD low VWAP (default condition) December 30, 2015 May 31, 2017 70,000 10 % Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) 95,000 Interest expense for the Nine-month period ended September 30, 2016 recognized on these convertible promissory notes amounts to $7,131 included in interest and bank charges in the statements of operations. The interest payable was also converted, together with the principal, into shares of the Company on September 30, 2016. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 are: Dec 31, June 30, Sept 30, Notes face value $ 95,000 $ 95,000 $ - Derivative value 2,578 15,329 - Change in fair value during the period 12,751 (15,329 ) A multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities as at December 31, 2015, 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' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY COMMON STOCK - AUTHORIZED As at September 30, 2016, the Company is authorized to issue 100,000,000 shares of common stock, with par value of $0.001. COMMON STOCK - ISSUED AND OUTSTANDING Effective August 31, 2016, the Board of Directors and Shareholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:15 forward split. As a result, the issued and outstanding shares of common stock of the Company increased from 6,000,000 shares prior to the Forward Split to 90,000,000 shares following the Forward Split. Prior year numbers have been restated from the earliest period presented, to reflect the effect of the forward split. During the Nine-month period ended September 30, 2016, the Company issued 633,332 shares of common stock to holders of convertible notes on conversion of the notes and 233,333 shares to mini investors for cash consideration of $34,970. At September 30, 2016, there were 90,866,665 shares of common stock issued and outstanding (December 31, 2015 - 90,000,000). |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended |
Sep. 30, 2016 | |
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 a related party are unsecured, non-interest bearing and are payable on demand. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to November 7, 2016, the date the condensed interim 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 Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC. Accordingly, the unaudited condensed interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed interim financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2015. 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. |
Use of Estimates | Use of Estimates The preparation of the condensed interim 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 condensed interim 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, valuation of embedded derivatives within convertible promissory notes 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 . |
Revenue recognition | Revenue recognition Revenues from services are recognized when persuasive evidence of an arrangement exists, the services have been performed, the amount is fixed and determinable, and collection is reasonably assured. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Promissory Notes [Abstract] | |
Schedule of convertible promissory notes | Promissory notes issued during 2015 $ 95,000 Discount recognized due to embedded derivatives (2,467 ) Accretion on notes 36 Accreted value of notes as at December 31, 2015 92,569 Accretion on notes during period ended September 30, 2016 2,431 Notes converted during period ended September 30, 2016 (95,000 ) Accreted value of notes as at September 30, 2016 - |
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 price $0.25 and 100% of 10 TD low VWAP (default condition) December 30, 2015 May 31, 2017 70,000 10 % Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) 95,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Liabilities [Abstract] | |
Schedule of fair value of convertible notes embedded derivatives | Dec 31, June 30, Sept 30, Notes face value $ 95,000 $ 95,000 $ - Derivative value 2,578 15,329 - Change in fair value during the period 12,751 (15,329 ) |
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 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible Promissory Notes [Abstract] | |||
Promissory notes issued during 2015 | $ 95,000 | $ 95,000 | $ 95,000 |
Discount recognized due to embedded derivatives | (2,467) | ||
Accretion on notes | 36 | ||
Accreted value of notes as at December 31, 2015 | $ 92,569 | ||
Accretion on notes during period ended September 30, 2016 | 2,431 | ||
Notes converted during period ended September 30, 2016 | (95,000) | ||
Accreted value of notes as at June 30, 2016 |
Convertible Promissory Notes 18
Convertible Promissory Notes (Details 1) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Note amount | $ 95,000 | $ 95,000 | $ 95,000 |
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 $0.25 and 100% of 10 TD low VWAP (default condition) |
Convertible Promissory Notes 19
Convertible Promissory Notes (Details Textual) | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Convertible Promissory Notes (Textual) | |
Interest rate per annum | 10.00% |
Beneficial ownership and affiliates percentage | 9.99% |
Convertible notes, description | 1.The Holders had the right from and after the date of issuance, and until any time 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 $.0001).2.The Notes were 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 VWAP (default condition).3.Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%.4.The Notes could 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 would bear interest at 10% per annum and a 0% penalty rate. |
Interest expense | $ | $ 7,131 |
Convertible notes accrued | shares | 633,332 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Derivative Liabilities [Abstract] | |||
Notes face value | $ 95,000 | $ 95,000 | $ 95,000 |
Derivative value | 15,329 | $ 2,578 | |
Change in fair value during the period | $ 12,751 | $ (15,239) |
Derivative Liabilities (Detai21
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 dates | 1 year 5 months 1 day |
Minimum [Member] | |
Derivative Liabilities [Line Items] | |
Maturity dates | 1 year 4 months 6 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Stockholders' Equity (Textual) | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 90,866,665 | 90,000,000 | |
Common stock, shares outstanding | 90,866,665 | 90,000,000 | |
Mini investors, shares | 233,333 | ||
Convertible notes on conversion shares | 633,332 | ||
Amount of cash consideration | $ 34,970 | ||
Description of forward split | Effective August 31, 2016, the Board of Directors and Shareholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:15 forward split. As a result, the issued and outstanding shares of common stock of the Company increased from 6,000,000 shares prior to the Forward Split to 90,000,000 shares following the Forward Split. |