NOTES
TO THE FINANCIAL STATEMENTS
JANUARY
31, 2016
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Vopia,
Inc. (formerly Blue Fashion Corp.) was incorporated as Blue Fashion Corp. under the laws of the State of Nevada on May 14, 2012.
The Company is a development stage company formerly in the business of providing exclusive agent services finding top models
for fashion shows, television commercials, movies and magazines. On July 4, 2014, the Company entered into a contribution agreement
with Gimwork Project LP for the acquisition of assets and the assumption of liabilities associated with search technology software
and online platforms. On August 5, 2014 the Company changed its name to Vopia, Inc.
NOTE
2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.
Accounting
Basis
The
Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”
accounting). The Company has adopted a January 31 fiscal year end.
Cash
and Cash
E
q
ui
v
a
lents
T
h
e
C
o
m
p
a
ny
c
o
nsi
d
ers
all
h
i
gh
ly
li
qu
i
d
inves
t
m
e
n
ts
wit
h
t
h
e
ori
g
i
n
a
l
m
atu
ritie
s
o
f
thre
e
m
on
t
hs
or
les
s
to
be ca
s
h
e
q
u
i
v
a
le
n
t
s.
The Company had $5,976 and $ 3,662 of cash as of January 31, 2016 and 2015 respectively. Amounts held in trust at the office of
the Company’s legal counsel has been reclassified to cash from prepaid expenses for the year ended January 31, 2015.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount
of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
VOPIA,
INC.
(FORMERLY
BLUE FASHION CORP.)
NOTES
TO THE FINANCIAL STATEMENTS
JANUARY
31, 2016
NOTE
2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Basic
Income (Loss) Per Share
Basic
income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted
average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt
or equity. There are no such common stock equivalents outstanding as of January 31, 2016.
Comprehensive
Income
The
Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.
When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income
comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant
transactions that are required to be reported in other comprehensive income.
Recent
Accounting Pronouncements
Vopia,
Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the
Company’s
results of operations, financial position or cash flow.
Reclassifications
For
the years ended January 31, 2016 and January 31 2015, and as further noted in Notes 5 and 6, the Company reclassified a note payable
in the amount of $ 10,000 from advances from related party to notes payable. In addition, the Company reclassified funds held
in a trust account at the office of its legal counsel from prepaid expenses to cash.
NOTE
3 – INVESTMENT IN INTELLECTUAL PROPERTY
On
July 4, 2014, the Company entered into a contribution agreement with Gimwork Project LP for the acquisition of assets and the
assumption of liabilities associated with search technology software and online platforms. In consideration, the Company issued
to Gimwork Project LP 100,000 shares of common stock with a deemed value of $10,000. As of January 31, 2016, the Company has recorded
an impairment of the investment in intellectual property in the amount of $ 10,000.
NOTE
4 – LOANS FROM DIRECTOR AND SHAREHOLDER
On
May 11, 2012, a director loaned $381 to incorporate the Company.
On
November 1, 2012, a director loaned the Company $167 to purchase a business license and file an initial list with Nevada Secretary
of State.
On
November 6, 2012, a director loaned $5,000 to the Company for business expenses.
On
January 23, 2014, a director loaned $1,050 to purchase a Nikon D7000 digital SLR camera, and an 18-55mm AF-S DX VR Nikon Zoom
Lens.
The
above loans are unsecured, non-interest bearing and due on demand.
On
July 4, 2014, the former officer and director agreed to forgive $6,623 in loans, which was recorded as an increase in additional
paid in capital.
The
balance due to the director was $0 and $0 as of January 31, 2016 and January 31, 2015, respectively.
On
October 29, 2014, a shareholder paid expenses of $245 on behalf of the Company.
The
balance due to the shareholder was $245 and $245 as of January 31, 2016 and January 31, 2015, respectively.
VOPIA,
INC.
(FORMERLY
BLUE FASHION CORP.)
NOTES
TO THE FINANCIAL STATEMENTS
JANUARY
31, 2016
NOTE
5 – ADVANCES FROM RELATED PARTY
On
May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are
unsecured, non-interest bearing, with no specified terms of repayment.
On
November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum
and is due on demand. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when
it should have been recorded as a note payable. This has been reclassified on the balance sheet as of January 31, 2016.
The
balance as of January 31, 2016 and January 31, 2015 of advances from related party was $18,000 and $18,000, respectively.
NOTE
6- NOTES PAYABLE
On
November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum
and is due on demand. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when
it should have been recorded as a note payable. This has been reclassified on the balance sheet as of January 31, 2016.
On
June 24, 2015 the Company issued a promissory note payable in the amount of $12,500. The note bears interest at 10% per annum
and is due on demand.
On
December 10, 2015 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum
and is due on demand.
The
balance as of January 31, 2016 and January 31, 2015 of notes payable $37,500 and $10,000, respectively.
NOTE
7 – COMMON STOCK
The
Company has 250,000,000, $0.001 par value shares of common stock authorized.
Effective
September 9, 2014 the Company’s board of directors and majority of its shareholders approved a 20 for 1 forward split of
the Company’s common stock.
On
January 2, 2013, the Company issued 100,000,000 shares of common stock for cash proceeds of $5,000 at $0.001 per share.
On
October 25, 2013, the Company issued 30,900,000 shares of common stock for cash proceeds of $15,450 at $0.01 per share.
On
July 4, 2014, the Company issued 2,000,000 shares of common stock with a deemed value of $10,000 for intellectual property.
On
August 5, 2014, the Company amended its Articles of Incorporation to increase its authorized share capital to 250,000,000, $0.001
par value shares of common stock.
There
were 132,900,000 shares of common stock issued and outstanding as of January 31, 2016.
NOTE
8 – COMMITMENTS AND CONTINGENCIES
Gimwork
Project LP has agreed to provide office space without charge until 2015. The Company is required to pay the monthly rent of $4,500
starting in 2015. Rent expense of $58,500 has been recorded as of January 31, 2016. The related party has agreed to waive accrued
rent of $ 58,500 as of January 31, 2016. The foregiveness of rent has been recorded as an increase in additional paid in capital.
VOPIA,
INC.
(FORMERLY
BLUE FASHION CORP.)
NOTES
TO THE FINANCIAL STATEMENTS
JANUARY
31, 2016
NOTE
9 – INCOME TAXES
As
of January 31, 2016, the Company had net operating loss carry forwards of approximately $260,935 that may be available to reduce
future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses
have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,
the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The
provision for Federal income tax consists of the following:
|
|
January
31, 2016
|
|
January
31, 2015
|
Federal income tax
benefit attributable to:
|
|
|
|
|
|
|
|
|
Current
Operations
|
|
$
|
31,462
|
|
|
$
|
13,941
|
|
Less: valuation allowance
|
|
|
(31,462
|
)
|
|
|
(13,941
|
)
|
Net
provision for Federal income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
The
cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
|
|
January
31, 2016
|
|
January
31, 2015
|
Deferred tax asset
attributable to:
|
|
|
|
|
|
|
|
|
Net operating
loss carryover
|
|
$
|
50,962
|
|
|
$
|
19,499
|
|
Less: valuation allowance
|
|
|
(50,962
|
)
|
|
|
(19,449
|
)
|
Net
deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $260,935
for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
VOPIA,
INC.
(FORMERLY
BLUE FASHION CORP.)
NOTES
TO THE FINANCIAL STATEMENTS
JANUARY
31, 2016
NOTE
10– GOING CONCERN
The
accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate
continuation of the Company as a going concern. However, the Company had no revenues as of January 31, 2016. The Company currently
has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses
The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light
of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or
become financially viable and continue as a going concern.
NOTE
11 – SUBSEQUENT EVENTS
On February 18, 2016, the Company entered into an Agreement of Purchase and
Sale (the “Purchase Agreement”) with Saqoia Corp., a Delaware corporation (“Saqoia”), pursuant to which
the Company planned to acquire Saqoia’s big data and search technology business.
The Purchase Agreement contained customary conditions which had to be satisfied
prior to closing. Those conditions have not been met. As such, the parties mutually decided to terminate the Purchase Agreement.