Springs Rejuvenation, Inc. - Quarter Report: 2018 October (Form 10-Q)
| U.S. SECURITIES AND EXCHANGE COMMISSION Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-182130
AVRA INC.
(Exact name of registrant as specified in its charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) | 3651 (Primary Standard Industrial Classification Number) | EIN 36-4789798 (IRS Employer Identification Number)
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Plaza Compostela 4D2, Av. John F Kennedy,
Ensanche Paraiso, Santo Domingo, Dominican Republic
1-855-290-3195
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the exchange act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
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At February 1, 2019, the number of shares of the Registrant’s common stock outstanding was 63,397,067.
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| PART 1 | FINANCIAL INFORMATION |
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| Item 1 | Condensed Financial Statements (Unaudited) | 4 |
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| Condensed Balance Sheets as of October 31, 2018 (unaudited) and January 31, 2018 | 4 |
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| Condensed Statements of Operations for the Three and Nine months Ended October 31, 2018 and 2017 (unaudited) | 5 |
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| Condensed Statements of Cash Flows for the Nine months Ended October 31, 2018 and 2017 (unaudited) | 6 |
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| Notes to the Condensed Financial Statements (unaudited) | 7 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| Item 4. | Controls and Procedures | 12 |
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| PART II. | OTHER INFORMATION |
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| Item 1 | Legal Proceedings | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3 | Defaults Upon Senior Securities | 13 |
| Item 4 | Mine safety disclosures | 13 |
| Item 5 | Other Information | 13 |
| Item 6 | Exhibits | 13 |
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| Signatures | 14 |
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| AVRA INC. |
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| CONDENSED BALANCE SHEETS |
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| October |
| January |
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| 31, 2018 (Unaudited) |
| 31, 2018
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| ASSETS |
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| Current assets: |
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| Cash | $ - |
| $ - |
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| Prepaid Expenses |
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| - |
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| Total Current Assets | - |
| - |
| Total assets | - |
| - | |
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| LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| Current liabilities: |
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| Accounts Payable and Accrued Liabilities | 110,032 |
| 109,752 |
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| Accounts Payable-Related Party | 206,031 |
| 159,781 |
| Accrued Interest | 65,738 |
| 46,533 | |
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| Notes Payable | 244,296 |
| 214,946 |
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| Stock Payable | 115,496 |
| 115,496 |
| Total liabilities | 741,593 |
| 646,508 | |
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| Stockholders' deficit: |
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| Preferred Stock Authorized 100,000,000 Par Value $0.00001 |
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| As of October 31, 2018 and January 31, 2018 | - |
| - |
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| Common stock; authorized 300,000,000; 63,397,067 shares at $0.00001 par value |
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| As of October 31, 2018 and January 31, 2018 | 634 |
| 634 |
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| Additional Paid in Capital | 194,062 |
| 194,062 |
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| Accumulated Deficit | (936,289) |
| (841,204) |
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| Total stockholders' deficit | (741,593) |
| (646,508) |
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| Total liabilities and stockholders' equity | $ - |
| $ - | |
The accompanying notes are an integral part of these unaudited condensed financial statements
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| AVRA INC. |
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| CONDENSED STATEMENTS OF OPERATIONS |
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| (Unaudited) |
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| Three Months Ended October 31, 2018 |
| Three Months Ended October 31, 2017 |
| Nine Months Ended October 31, 2018 |
| Nine Months Ended October 31, 2017 |
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| Operating Expenses: |
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| General and administrative |
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| $ 33,780 |
| $ 20,550 |
| $ 77,880 |
| $ 58,150 |
| Total Operating Expenses |
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| 33,780 |
| 20,550 |
| 77,880 |
| 58,150 | |
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| Loss from Operations |
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| $ (33,780) |
| $ (20,550) |
| $ (77,880) |
| $ (58,150) |
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| Other (Income) Expenses: |
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| Gain on forgiveness of debt |
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| - |
| - |
| (2,000) |
| - |
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| Interest Expense, net |
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| 8,841 |
| 3,747 |
| 19,205 |
| 10,396 |
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| Total other (income) expense |
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| 8841 |
| 3,747 |
| 17,205 |
| 10,396 |
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| Net loss for the period |
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| $ (42,621) |
| $ (24,297) |
| $ (95,085) |
| $ (68,546) |
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| Net loss per share: |
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| Basic and diluted |
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| $ - |
| $ - |
| $ - |
| $ - |
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| Weighted average number of shares outstanding: |
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| Basic and diluted |
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| 63,397,067 |
| 63,397,067 |
| 63,397,067 |
| 63,397,067 |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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| AVRA INC. |
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| CONDENSED STATEMENTS OF CASH FLOWS |
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| (Unaudited) |
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| Nine Months Ended October 31, 2018 |
| Nine Months Ended October 31, 2017 |
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| Cash flow from operating activities: |
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| Net loss | $ (95,085) |
| $ (68,546) | |
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| Adjustment to reconcile net loss to net cash used in operating activities: |
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| Accrued Interest | 19,205 |
| 7,866 | |
| Changes in operating assets and liabilities: |
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| Prepaid expenses | - |
| 600 | |
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| Accounts Payable | 280 |
| (4,662) | |
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| Accounts Payable-related party | 46,250 |
| 39,742 | |
| Net Cash Used in Operating activities | $ (29,350) |
| $ (25,000) | ||
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| Cash flows from financing activities: |
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| Proceeds from note payable | 29,350 |
| 25,000 | |
| Net cash provided by financing activities | $ 29,350 |
| $ 25,000 | ||
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| Decrease in cash during the period | - |
| - | ||
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| Cash, beginning of period | - |
| - | ||
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| Cash, end of period | $ - |
| $ - | ||
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| Supplemental disclosure of cash flow information: |
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| Cash paid during the period |
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| Gain on forgiveness of debt | $ (2,000) |
| $ - |
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Avra Inc.
Notes to the Condensed Financial Statements
For the Nine Months Ended October 31, 2018 and 2017
(Unaudited)
Note 1 - Organization and Operations
Nature of Business and Continuance of Operations
Avra Inc. (the “Company”) was incorporated in the State of Nevada on December 1, 2010. The Company, with offices in the United States, is focused on solutions in the cryptocurrency and digital currency markets, particularly in offering payment solutions to businesses worldwide. The Company also has a business in marketing and distributing of Smart TV boxes to home consumers throughout the United States. Smart TV boxes are hardware devices that allow consumers to combine all of the benefits of the Internet with the large size and high definition capabilities of TV screens; however, this is not the Company’s focus.
The Company’s business model can be broken down into four distinct categories, as follows: AvraPay: To develop a complete, turn-key and painless way for merchants to accept Bitcoin as payment; AvraATM: To promote usage and acceptance of digital currencies through the Company's proposed network of ATMs; AvraTourism: To provide cryptocurrency payment processing solutions for merchants such as hotels and casinos; AvraNews: To provide a news portal focusing on digital currency news.
These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of October 31, 2018, the Company has working capital deficit of $741,593 and has an accumulated deficit totaling $936,289 since inception, and has not yet generated any revenue from operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company’s management plans to raise funds in the next 12 months through a combination of debt financing and equity financing by way of private placement.
Note 2 - Significant and Critical Accounting Policies and Practices
a) Basis of Presentation
These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31.
b) Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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c) Reclassification
Certain prior period amounts have been reclassified to conform to current period presentation.
d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with an original maturity of Nine months or less at the time of issuance to be cash equivalents.
e) Financial Instruments
The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities, short-term debts and due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.
f) Loss Per Common Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At October 31, 2018, the Company has no potentially dilutive securities outstanding.
g) Foreign Currency Translation
The Company’s planned operations will be in the United States, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
h) Revenue Recognition
ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. The Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.
The Company will recognize revenue according to Topic 606 in a manner that reasonably reflects the delivery of its services and products to:
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| ● | executed contracts with the Company’s customers that it believes are legally enforceable; |
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| ● | identification of performance obligations in the respective contract; |
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| ● | determination of the transaction price for each performance obligation in the respective contract; |
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| ● | allocation the transaction price to each performance obligation; and |
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| ● | recognition of revenue only when the Company satisfies each performance obligation.
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The Company has not made any sales as of October 31, 2018.
i) Income Taxes
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The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
j) Stock-Based Compensation
We estimate the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the market price of the Company’s common stock on the date of the share grant.
The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, we reduce the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.
k) Subsequent Events
The Company’s management reviewed all material events from October 31, 2018, through the issuance date of these financial statements for disclosure consideration.
l) Recent Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. This standard has no material effect on our financial statements
In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted this standard has no material effect on our financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.
In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.
The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on its CFS.
In October 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this ASU changes the classification analysis of
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certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements. Part II does not have an accounting effect. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Management is currently evaluating the potential impact of these changes on the CFS of the Company.
As of October 31, 2018, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements to have a material impact on the Company’s CFS.
Note 3 – Going Concern
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit of $936,289 at October 31, 2018, a net loss of $42,621 and net cash used in operating activities of $29,350 for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 - Notes Payable
On August 1, 2013, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company
On August 1, 2013, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $50,000. The loan is unsecured, bears interest at 8% per annum and payable on August 1, 2014. The loan agreement has been amended when the loan amount was increased to $75,000 with an extension of the maturity date to August 1, 2015. As of October 31, 2018, the maturity date has not been extended and the loan is due on demand. As of October 31, 2018, the note holder has provided $69,946 to the Company. As of October 31, 2018 no payments have been made to the note holder
On June 5, 2017 the Company and Note Holder amended the original promissory note by executing a new convertible promissory note with the Note Holder in the principal amount of $69.946 plus accrued interest that provides an interest rate of 8% per annum and a maturity date of June 5, 2018. The note also provides a conversion feature allowing the note holder to convert principal and or accrued interest at a fixed rate of $0.005 per share. The Note also, provides for a default interest rate of 20% if the note is unpaid past the maturity date.
On February 3, 2015, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of $25,000. Subsequently, the loan was amended to increase the principal balance to $100,000.
The loan bears interest at 7.5% per annum and is due on demand. As of October 31, 2018, the note holder has provided $100,000 to the Company. As of October 31, 2018 no payments have been made to the note holder
On July 17, 2017 the Company and Note Holder amended the original promissory note by executing a new convertible promissory note with the Note Holder in the principal amount of $100,000 plus accrued interest that provides an interest rate of 8% per annum and a maturity date of July 17, 2018. The note also provides a conversion feature allowing the note holder to convert principal and or accrued interest at a fixed rate of $0.005 per share. The Note also, provides for a default interest rate of 15% if the note is unpaid past the maturity date.
On May 9, 2017 the Company executed a convertible promissory note with an unrelated third party in the amount of $5,000 that provides an interest rate of 8% per annum and a maturity date of May 9, 2018. The note also provides a conversion feature allowing the note holder to convert principal and or accrued interest at a fixed rate of $0.005 per share. The Note also, provides for a default
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interest rate of 15% if the note is unpaid past the maturity date. It should be noted that this is a reclassification from an advance payable to a note payable. As of October 31, 2018, the note holder has provided a total $5,000 to the Company. As of October 31, 2018 no payments have been made to the note holder.
On August 14, 2017, the Company entered into a convertible note in the principal amount of $20,000, with an unrelated third party. The note carries an annual interest rate of 8% with a maturity date of August 14, 2018. The debt is due on the maturity date and can be paid in either cash or with the Company’s common stock at a fixed price of $0.005 The Note also, provides for a default interest rate of 15% if the note is unpaid past the maturity date. As of October 31, 2018 no payments have been made to the note holder
On November 1, 2017, the Company entered into a convertible note in the principal amount of $20,000, with an unrelated third party. The note carries an annual interest rate of 8% with a maturity date of October 31, 2018. The debt is due on the maturity date and can be paid in either cash or with the Company’s common stock at a fixed price of $0.005 The Note also, provides for a default interest rate of 15% if the note is unpaid past the maturity date. As of October 31, 2018 no payments have been made to the note holder.
During the three month period ended April 30, 2018, the Company entered into a convertible note in the principal amount of $18,500, with an unrelated third party. The note carries an annual interest rate of 8% with a maturity date of April 10, 2019. The debt is due on the maturity date and can be paid in either cash or with the Company’s common stock at a fixed price of $0.005 The Note also, provides for a default interest rate of 15% if the note is unpaid past the maturity date. As of October 31, 2018 no payments have been made to the note holder
During the three month period ended October 31, 2018, the Company entered into a convertible note in the principal amount of $10,850, with an unrelated third party. The note carries an annual interest rate of 8% with a maturity date of April 10, 2019. The debt is due on the maturity date and can be paid in either cash or with the Company’s common stock at a fixed price of $0.005 The Note also, provides for a default interest rate of 15% if the note is unpaid past the maturity date. As of October 31, 2018 no payments have been made to the note holder
Note 5 – Stock Payable
On November 1, 2014, the Company entered into a consulting agreement with a consultant who will provide consulting services in consideration for $7,000 per month for a 1 year term, ending on December 1, 2015. The consulting agreement is currently month-to-month. The consulting fee is payable as follows:
i. $3,500 per month settled in shares which will be converted at a 50% discount of the lowest 3 trading prices for the Company’s common stock during the last 10 trading days of each month.
ii. $3,500 per month payable in cash at the end of each month in which the consultant also has the option to convert into shares at a market price less a 50% discount of the lowest 3 trading prices for the Company’s common stock during the last 10 trading days from the date of conversion.
As of October 31, 2018, the Company paid $10,500 and issued 0 shares to the consultant, $42,000 and $115,496 has been accrued in accounts payable and stock payable, respectively.
Note 6- Gain on Forgiveness of Debt
During the nine month period ended October 31, 2018 the Company’s former independent Auditor agreed to reduce the amount owing to them by $2,000, creating a reduction in accounts payable of $2,000 and a gain in the Statements of Operations.
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Note 7 - Related Party Transactions
As of October 31, 2018, the Company is indebted to Stephen Shepherd, CEO of the Company for $206,031. This amount represents non-interest bearing advances payable of $12,660 and unpaid Management fees of $193,371. During the three month period ended October 31, 2018, the Company expensed $15,000 of Management fees to the CEO of the Company and paid $0 of his outstanding debt.
Note 8 - Stockholders’ Deficit
The Company’s authorized capital consisted of 300,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.
Note 9 – Subsequent Events
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported and there were no reportable events.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operations
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
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We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Results of Operations for Nine Months Ended October 31, 2018 and 2017
Revenue
We have not generated any revenues since our inception.
Operating Expenses
Our operating expenses for the three months ended October 31, 2018 and 2017 are summarized as follows:
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|
| At October 31, 2018 |
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| At October31, 2017 |
| General and Administrative | $ | 33,780 |
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| $ | 20,550 |
| Interest Expense |
| 8,841 |
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| 3,747 |
| Total Operating Expenses | $ | (42,621) |
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| $ | (24,297) |
In the three month period ended October 31, 2017, we incurred $20,550 in general and administrative expenses, compared to $33,780in the three month period ended October 31, 2018 primarily as a result of an increase in operating costs.
In the nine month period ended October 31, 2017, we incurred $58,150 in general and administrative expenses, compared to $77,880in the Nine month period ended October 31, 2018 primarily as a result of an increase in operating costs.
Other Income/Expenses
In the three-month period ended October 31, 2017, we incurred interest expense of $3,747 compared to $8,841 the three month period ended October 31, 2018. The increase was primarily due to increase in note payables and a higher interest rate in note payables.
In the nine-month period ended October 31, 2017, we incurred interest expense of $10,396 compared to $19,205 in the nine month period ended October 31, 2018. The increase was primarily due to an increase in interest rate of note payables
Net Loss
In the three months ended October 31, 2017, we incurred net loss of $24,297 compared to $42,621 in the three months ended October 31, 2018.
In the nine months ended October 31, 2017, we incurred net loss of $68,546 compared to $95,085 in the nine months ended October 31, 2018.
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Liquidity and Financial Condition
Working Capital
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|
| At October 31, 2018 |
|
|
| At January 31, 2018 |
| Current assets | $ | - |
|
| $ | - |
| Current liabilities |
| 741,593 |
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|
| 646,508 |
| Working capital (deficit) | $ | (741,593) |
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| $ | (646,508) |
Our total current assets as of October 31, 2018 and January 31, 2018 were $0. Our total current liabilities as of October 31, 2018 were $741,593 as compared to total current liabilities of $646,508 as of January 31, 2018. The increase in current liabilities was attributed to an increase in notes payable, accounts payable – related party and accrued interest.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next Nine months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors' review report accompanying our January 31, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial
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statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine month period ended October 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Avra Inc.
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| Dated: February 1, 2019 | By: /s/ Stephen Shepherd Stephen Shepherd, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
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