Tianci International, Inc. - FORM 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 April 30, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-184061

FREEDOM PETROLEUM INC.

(Exact name of registrant as specified in its charter)

Nevada		45-5540446
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

650 Poydras Street, Office 15 Suite 1400, New Orleans LA 70130

(Address of principal executive offices)

1-504-799-2550

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of June 19, 2015, there were 55,453,852 shares of the issuer’s common stock, par value $0.0001, outstanding.

FREEDOM PETROLEUM INC.

Form 10-Q


Part I	FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements	3
	Balance Sheets	3
	Statements of Operations	4
	Statement of Stockholders’ Equity (Deficit)	5
	Statements of Cash Flows	6
	Notes to unaudited Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 4.	Controls and Procedures	17

Part II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 5.	Other Information	18

Item 6.	Exhibits	18

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FREEDOM PETROLEUM, INC.

BALANCE SHEETS

	April 30,			July 31,
	2015			2014
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	35,414		$	76,108
Deposits		-			1,318
Total Current Assets		35,414			77,426

Total Assets	$	35,414		$	77,426

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued expenses		14,162			6,300
Due to related parties		61,067			54,274
Total Current Liabilities		75,229			60,574

Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized;
53,469,477 and 52,828,852 shares issued and outstanding, respectively		5,347			5,283
Common stock subscriptions		185,000			150,000
Additional paid-in capital		500,451			295,515
Accumulated deficit		(730,613	)		(433,946	)
Total Stockholders’ Equity (Deficit)		(39,815	)		16,852

Total Liabilities and Stockholders' Equity (Deficit)	$	35,414		$	77,426

The accompanying notes are an integral part of these financial statements

FREEDOM PETROLEUM, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	April 30,						April 30,
	2015			2014			2015			2014

Revenues	$	-		$	-		$	-		$	-

Operating Expenses		-			-			-			-

Income (Loss) Before Provision for Income Taxes		-			-			-			-

Provision for Income Taxes		-			-			-			-

Income (Loss) from Continued Operation		-			-			-			-

Loss from Discontinued Operation, Net of Tax Benefits		(118,099	)		(238,512	)		(296,667	)		(287,282	)

Net Loss	$	(118,099	)	$	(238,512	)	$	(296,667	)	$	(287,282	)

Net Loss Per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Number of Shares Outstanding: Basic and Diluted		53,469,477			52,671,549			53,254,047			52,354,200

The accompanying notes are an integral part of these financial statements

FREEDOM PETROLEUM, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

													Total
	Common Stock				Additional		Common Stock			Accumulated			Stockholders'
	Shares		Amount		Paid in Capital		Subscription			Deficit			Equity (Deficit)

Balance, July 31, 2013 (Audited)		52,200,000	$	5,220	$	62,740	$	-		$	(78,510	)	$	(10,550	)

Forgiveness of related party payable		-		-		12,740		-			-			12,740
Stock issued for debt		128,852		13		45,085		-			-			45,098
Stock issued for compensation		500,000		50		174,950		-			-			175,000
Common stock subscription received		-		-		-		150,000			-			150,000
Net loss for the year (audited)		-		-		-		-			(355,436	)		(355,436	)
Balance, July 31, 2014 (Audited)		52,828,852		5,283		295,515		150,000			(433,946	)		16,852

Common stock issued for cash		640,625		64		204,936		(150,000	)		-			55,000
Common stock subscription received		-		-		-		185,000			-			185,000
Net loss for the period (unaudited)		-		-		-		-			(296,667	)		(296,667	)
Balance, April 30, 2015 (Unaudited)		53,469,477	$	5,347	$	500,451	$	185,000		$	(730,613	)	$	(39,815	)

The accompanying notes are an integral part of these financial statements.

FREEDOM PETROLEUM, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	April 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(296,667	)	$	(287,282	)
Adjustments To Reconcile Net Loss To Net Cash Used in Operating Activities
Write down of oil and gas property		61,299			-
Stock-based compensation		-			175,000
Change in operating assets and liabilities:
Deposits		1,318			(1,318	)
Accounts payable and accrued expenses		7,862			1,869
Accrued compensation		31,067			20,000
Net Cash Used in Discontinued Operations		(195,121	)		(91,731	)
Net Cash Used in Continued Operations		-			-
Net Cash Used in Operating Activities		(195,121	)		(91,731	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of unproved oil and gas properties		(61,299	)		-
Net Cash Used in Investing Activities		(61,299	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Advance received from related parties		49,807			91,281
Repayment to related parties		(74,081	)		(1,084	)
Proceeds from issuance of common stock		240,000			-
Net Cash Provided by Financing Activities		215,726			90,197

Net decrease in cash and cash equivalents		(40,694	)		(1,534	)

Cash and cash equivalents, beginning of the period		76,108			1,674

Cash and cash equivalents, end of the period	$	35,414		$	140

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Forgiveness of related party payable recorded as contributed capital	$	-		$	12,740
Common stock issued for related party debt	$	-		$	45,098

The accompanying notes are an integral part of these financial statements.

FREEDOM PETROLEUM, INC.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2015

(UNAUDITED)

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

Freedom Petroleum, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 13, 2012. The Company originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. Currently, the Company is exploring opportunities in the computer gaming and application industry. The Company’s fiscal year end is July 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2014.

The unaudited financial statement and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. The results of operations are not necessarily indicative of the results of the entire year.

Discontinued Operations

Operations of oil and gas are excluded from the Company’s Statements of Operations to present this business in discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company had $35,414 and $76,108 of cash at April 30, 2015 and July 31, 2014, respectively.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, accounts payable and accrued expenses, and amounts due to related parties. The fair value of these financial instruments approximate carrying amounts due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Revenue Recognition

The Company has yet to realize revenues from operations. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Stock-based expenses totaled $0 and $175,000, for the nine months ended April 30, 2015 and 2014.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. There has been no stock-based compensation issued to non-employees.

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Basic and Diluted Earnings (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 at April 30, 2015 and 2014.

Recent Accounting Pronouncements

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 – OIL AND NATURAL GAS PROPERTIES

On October 10, 2014, the Company entered into a Purchase and Sale Agreement with Shalex Corporation (“Shalex”) (the “Agreement”) whereby the Company purchased a one hundred percent (100%) undivided working interest and shall receive 87% Net Revenue Interest (NRI) in certain oil and gas interests (Crown Land) and properties arising from the oil and gas leases (the “Leases”), which together comprise a parcel of 2,304 hectares in the Bentley area of Alberta, Canada (the “Property”) and the Pre-Existing Well (the "Well").

During the nine months ended April 30, 2015, the Company capitalized $50,000 acquisition costs and $11,299 maintenance costs for this oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined that it is not the best time to move ahead with the type of oil exploration venture contemplated by the Agreement. Accordingly, on April 28, 2015, Shalex and the Company signed a letter agreeing to mutually terminate the Agreement. As a result, the Company wrote off the $61,299 oil and gas properties previously capitalized.

As at April 30, 2015 and July 31, 2014, the Company had oil and gas property costs of $0 and $0, respectively.

NOTE 4 – DISCONTINUED OPERATIONS

During the three and nine months ended April 30, 2015, the discontinued operations consists the followings:

	Three Months Ended				Nine Months Ended
	April 30,				April 30,
	2015		2014		2015		2014

General and administrative	$	10,806	$	42,034	$	42,469	$	65,404
Professional fees		15,994		21,478		80,211		47,778
Consulting fees – related party		30,000		-		90,000		-
Stock-based compensation		-		175,000		-		175,000
Website design		-		-		22,688		-
Write down of oil & gas properties		61,299		-		61,299		-
	$	118,099	$	238,512	$	296,667	$	288,182

NOTE 5 – DUE TO RELATED PARTY

During the year ended July 31, 2014, the current sole director and officer, who is also a majority shareholder, advanced the Company $24,274 for operating expenses. During the nine months ended April 30, 2015, the director advanced another $49,807 to the Company for operating expenses. The loan is unsecured, non-interest bearing, and has no specific terms of repayment. During the nine months ended April 30, 2015, the full balance was repaid and no balance was included in amount due to related party as at April 30, 2015.

Pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the current sole officer and director for management service. During the year ended July 31, 2014, $20,000 was paid to this officer and $30,000 was included in amount due to related parties as at July 31, 2014. During the nine months ended April, 30, 2015, $58,933 was paid to the officer and $61,067 unpaid consulting fees were included in the amount due to related party.

As at April 30, 2015 and July 31, 2014, our sole officer and director was owed $61,067 and $54,274, respectively.

NOTE 6 – CAPITAL STOCK

Preferred Stock

The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There were no shares of preferred stock issued and outstanding as of April 30, 2015 and July 31, 2014.

Common Stock

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the year ended July 31, 2014, the Company issued to the sole officer and director, who is also a majority stockholder, 128,852 shares of common stock at a price of approximately $0.35 per share for debt cancellation of $45,098.

During the year ended July 31, 2014, the Company issued to the sole officer and director, who is also a majority stockholder, 500,000 shares of common stock at a price of $0.35 per share for compensation of $175,000, pursuant to an employee agreement.

During the year ended July 31, 2014, related parties forgave loans of $12,740 which was recorded as additional paid in capital.

During the three months ended October 31, 2014, the Company issued 468,750 shares of common stock at a price of $0.32 per share for total cash proceeds of $150,000, which was received prior to the year ended of July 31, 2014.

On November 3, 2014, the Company issued 171,875 shares of common stock at a price of $0.32 per share for total cash proceeds of $55,000 to an unaffiliated investor pursuant to a Share Purchase Agreement dated October 20, 2014.

During the three months ended April 30, 2015, $185,000 was received and reported as common stock subscriptions. On May 20, 2015, the Company entered into a Share Purchase Agreement with each of two non-US investors, pursuant to Regulation S, as promulgated under the Securities Act of 1933, as amended regarding such subscriptions. Pursuant to the purchase agreements, the investors purchased an aggregate of 984,375 shares of the Company's common stock for $315,000 (the "Purchase Price"), at a value of $0.32 per share. $70,000 of these subscriptions however was received in May 2015.

There were 53,469,477 and 52,828,852 shares of common stock issued and outstanding as of April 30, 2015 and July 31, 2014, respectively.

NOTE 7 – INCOME TAXES

For the nine months ended April 30, 2015 and 2014, the Company has incurred a net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward was approximately $730,613 at April 30, 2015 and will expire beginning in the year 2032. Income taxes for the years ended July 31, 2012 through 2014 remain subject to examination.

The provision for Federal income tax consists of the following for the periods ended April 30, 2015 and 2014:

	2015			2014
Federal income tax benefit attributable to:
Current operations	$	100,867		$	97,676
Less: valuation allowance		(100,867	)		(97,676	)
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 as of April 30, 2015 and July 31, 2014:

	April 30, 2015			July 31, 2014
Deferred tax asset attributable to:
Net operating loss carryover	$	248,408		$	147,541
Less: valuation allowance		(248,408	)		(147,541	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act, net operating loss carry-forwards of $730,613 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.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

There were no commitments or contingencies as of January 31, 2015.

NOTE 9 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a capital deficiency of $39,815 and has incurred losses since inception resulting in an accumulated deficit of $730,613 as at April 30, 2015. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.

NOTE 10 – SUBSEQUENT EVENTS

On May 27, 2015, the Company issued 1,000,000 shares of common stock to its CEO as per the terms of his employment agreement.

On April 8, 2015, the Company signed a non-binding letter of intent with Steampunk Wizards Ltd. (“Steampunk”) to acquire 100% interest of Steampunk. In May 2015, $84,861(Euro 75,000) was paid by the Company to Steampunk as deposit for the acquisition; however, a number of material conditions to close, including an audit of Steampunk and drafting and negotiating definitive acquisition agreements, must be satisfied and therefore the acquisition may never occur.

In May 2015, the Company's Board of Directors adopted and approved, and the holders of the majority of the common stock voting power adopted and approved by written consent, an amendment to the Company’s Articles of Incorporation to change the name of the Company to Steampunk Wizards, Inc. to expand the range of business operations that can be associated with our corporate name (the “Name Change") and to effect a 1:2.5 reverse stock split (the “Stock Split,” together with the Name Change, the “Corporate Actions”). Following the proper notice provisions, the Corporate Actions are expected to take place on or about July 2, 2015. Following such date, the Company’s common stock will trade under the symbol SPWZ.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K, as filed on October 29, 2014. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Freedom Petroleum,” “we,” “us,” or “our” are to Freedom Petroleum, Inc.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Freedom Petroleum, Inc. (the “Company”), an exploration stage company, was incorporated in the State of Nevada on June 13, 2012. We originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. Currently, the Company is exploring opportunities in the computer gaming and application industry.

In January 2014, we were a party to that certain Securities Purchase Agreement (the "Agreement") by and among ourselves, certain of our shareholders (the "Selling Shareholders") owning an aggregate of 27,000,000 shares (approximately 51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin"). Pursuant to the Agreement, Lin purchased the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate secretary: Nina Bijedic ("Bijedic"). Pursuant to the Agreement, Hynes and Bijedic submitted their resignations from all positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointment took effect immediately following the close of the Private Sale. Following the Private Sale, a change in control occurred since Mr. Lin gained ownership of almost 52% of our outstanding common stock.

We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

Plan of Operation

We are a start-up, development-stage company and have not yet generated or realized any revenues from our business operations.

During the last period, the Company has been assessing the impact of the fall in oil prices on the sector, and considering the outlook for the sector. On April 28, 2015, the Company and Shalex Corporation terminated their Purchase and Sale Agreement. Additionally, because of the downturn in the oil industry, the Company has been considering changing its business operations away from oil and gas. As part of this process, the Company is exploring opportunities in the computer gaming and application industry, although no definitive agreements have been signed and the Company may not pursue or complete any such opportunities.

On April 8, 2015, the Company signed a letter of intent with Steampunk Wizards Ltd. (“Steampunk”) to acquire 100% interest of Steampunk. In May 2015, $84,861(Euro 75,000) was paid by the Company to Steampunk as deposit was paid by the Company to Steampunk as deposit for the acquisition; however, a number of material conditions to close, including an audit of Steampunk and drafting and negotiating definitive acquisition agreements, must be satisfied and therefore the acquisition may never occur.

Our auditors have issued a going concern opinion on our audited financial statements for the year ended July 31, 2014. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from other sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. As of April 30, 2015 and July 31, 2014, the Company had $35,414 and $76,108 in cash on hand, respectively.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services. We do not believe we have sufficient funds to operate our business for the next 12 months.

We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

We are currently dependent on our sole officer and director for providing the necessary capital to operate. For the period ended April 30, 2015, our officer has advanced a total of $61,067, for operating expenses.

Results of Operations

The following summary of our results of operations, for the three months ended April 30, 2015 and 2014, should be read in conjunction with our audited financial statements for the year ended July 31, 2014, as included in our Form 10-K filed on October 29, 2014.

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. 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, but we cannot guarantee that we will be able to achieve same.

The following table provides selected financial data about our company as of April 30, 2015 and July 31, 2014.

Balance Sheet Data

	April 30, 2015			July 31, 2014

Cash	$	35,414		$	77,426
Total Assets	$	35,414		$	77,426
Total Liabilities	$	75,229		$	60,574
Stockholders’ Equity (Deficit)	$	(39,815	)	$	16,852

We have not generated any revenues since inception (June 13, 2012) through April 30, 2015.

For the Three Months Ended April 30, 2015 Compared to the Three Months Ended April 30, 2014

During the nine months ended April 30, 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined that it is not the best time to move ahead with the type of oil exploration venture contemplated by the Agreement. Accordingly, on April 28, 2015, Shalex and the Company signed a letter agreeing to mutually terminate the Agreement. As a result, the Company wrote off the $61,299 oil and gas properties previously capitalized.

Our operating expenses for discontinued operations of oil and gas, for the three months ended April 30, 2015 decreased $120,413 or 50% as compared to the same period in 2014. During the three month period ended April 30, 2015, we recorded a $30,000 consulting fee to the sole officer and director, who is also our majority shareholder pursuant to his employment contract, compared to no expenses for the same period in 2014. During the three month period ended April 30, 2014, we recorded $175,000 for stock-based compensation, for 500,000 shares issued to the sole officer and director, who is also our majority shareholder pursuant to his employment contract. Expenses, from professional, general and administrative fees, were $26,800 for the three months ended April 30, 2015 as compared to $63,512 for the same period in 2014. This decrease was largely due to decreased general and administrative fees and professional fees during the three month period ended April 30, 2015 of $31,228 and $5,484, respectively.

For the Nine Months Ended April 30, 2015 Compared to the Nine Months Ended April 30, 2014

Our operating expenses for discontinued operations of oil and gas, for the nine months ended April 30, 2015 increased $8,485 or 3% as compared to the same period in 2014. During the nine month period ended April 30, 2015, we recorded $22,688 for website development costs and a $90,000 consulting fee to the sole officer and director, who is also our majority shareholder pursuant to his employment contract, compared to no expenses for these items for the same period in 2014. Stock-based compensation was $0 for 2015 as compared to $175,000 for 2014. Expenses, from professional, general and administrative fees, were $122,680 for the nine months ended April 30, 2015 as compared to $113,182 for the same period in 2014. This increase was due to increased professional fees during the nine month period ended April 30, 2015 of $32,433, which were offset by a decrease in general and administrative expenses of $22,935.

The nine month period ending April 30, 2014 was principally the start-up period for the Company. Costs were lower due to less activities and cash flow was realized through the issuance of shares to fund the Company’s initial operations. During the nine month period ended April 30, 2015, we sought to increase the focus of the Company's activity and operations. We spent significant resources on development of a new website, and incurred increased professional and administrative expenses, thus increasing operating expenditures. We expect operating expenses to continue to increase over the next 12 months as we expand our operations.

Liquidity and Capital Resources

Working Capital

	April 30, 2015			July 31, 2014

Current Assets	$	35,414		$	77,426
Current Liabilities	$	75,229		$	60,574
Working Capital (Deficiency)	$	(39,815	)	$	16,852

Cash Flows

	Nine Months Ended April 30,
	2015			2014

Cash Flows Used in Operating Activities	$	(195,121	)	$	(91,731	)
Cash Flows Used in Investing Activities	$	(61,299	)	$	-
Cash Flows Provided by Financing Activities	$	215,726		$	90,197
Net Decrease in Cash During Period	$	(40,694	)	$	(1,534	)

Cash Flow from Operating Activities

During the nine month period ended April 30, 2015, cash used in discontinued operations of oil and gas was $195,121 compared to cash used in discontinued operations of $91,731 during the period ended April 30, 2014. The increase in cash used in discontinued operations of oil and gas was due to the decrease in non-cash expenses at April 30, 2015.The Company had a net loss of $296,667, but this loss was offset by a decrease in deposit of $1,318, an increase in accounts payable and accrued compensation of $38,929. Of these accounts payable, $7,862 was for trade accounts payable and accrued expenses and another $31,067 in compensation to our sole officer and director. For the nine month period ended April 30, 2014, the company had a net loss of $287,282,but this loss was offset by stock-based compensation of $175,000 and an increase in deposits of $1,318 and used cash to pay accounts payable and accrued compensation of $1,869 and $20,000, respectively.

Cash Flow from Investing Activities

During the nine month period ended April 30, 2015 cash used in investing activities was $61,299 as compared to no investments for the same period in 2014. During the period ended April 30, 2015, we spent the $61,299 on the acquisition of our oil and gas property.

Cash Flow from Financing Activities

During the nine month period ended April 30, 2015, cash provided by financing activities was $215,726 compared to cash provided by financing activities of $90,197, for the same period in 2014. The increase in 2015 is largely attributable to $240,000 in proceeds from the issuance of shares of common stock. Our sole officer and director advanced $49,807 during 2015, for operating expenses, compared to $91,281 advanced from related parties in the same period for 2014. The Company repaid $74,081 loan to its sole officer and director during nine month period ended April 30, 2015, compare to $1,084 during nine month period ended April 30, 2014.

Critical Accounting Policy and Estimates

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended July 31, 2014, for disclosures regarding the Company's critical accounting policies and estimates, as well as any updates further disclosed in our interim financial statements as described in this Form 10-Q.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Off-Balance Sheet Arrangements

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 is material to investors.

Item 4. Control and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of July 31, 2014 and April 30, 2015, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit

(3)		Articles of Incorporation and Bylaws

3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)

3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)

(10)		Material Contracts

10.4		Securities Purchase Agreement dated June 5, 2014 (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on June 13, 2014)

10.5		Purchase and Sale Agreement between the Company and Shalex Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 15, 2014)


10.6		Letter Agreement to terminate Purchase and Sale Agreement with Shalex Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2015).

10.7*		Form of Securities Purchase Agreement dated May 20, 2015

(31)		Rule 13a-14(a) / 15d-14(a) Certifications

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

(32)		Section 1350 Certifications

32.1*		Rule 1350 Certification of Chief Executive Officer.

32.2*		Rule 1350 Certification of Chief Financial Officer.

101		Interactive Data File

101*		Interactive Data File (Form 10-Q for the quarter ended April 30, 2015 furnished in XBRL).
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FREEDOM PETROLEUM INC.
	(Registrant)


Dated: June 19, 2015	/s/ Anton Lin
	Anton Lin
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director
	(Principal Executive Officer and Financial and Accounting Officer)

Tianci International, Inc. - FORM 10-Q - June 19, 2015

Attached files

Tianci International, Inc. Reports