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4

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5

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9

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Months 7-9

During the 3^rd quarter we plan on increasing our marketing budget in order to increase sales.  We expect that marketing will again be focused on online sales as well as showcasing our products at Trade Shows. 

We plan to hire one sales and marketing individual located in India to start our online marketing and E-Commerce strategy.  Online marketing will include search engine optimization, social media marketing, blogging and we intend to implement a number of marketing initiatives including reviews, and attending tradeshows.  The costs for this sales and marketing individual will be approximately $1,500 months for a six month contract.

 We plan to also increase our inventory to make sure we are able to fulfil orders in a timely manner.

During this quarter we plan to be using our fulfilment center and monitoring it to make sure that it is operational and any issues have been addressed to make sure customers are receiving their products on time.

 

Months 10-12

During the 4^th quarter we hope that our sales and online marketing strategy has been successful. We plan to continue to market and advertise online thus we will continue with a steady marketing program.

Our cash position of $5,320 as of July 31, 2015 of report will be used for working capital.  If we are not able to raise the full $120,000 to implement our business plan as anticipated, we will scale our business development in line with available capital.  Our primary priority will be to retain our reporting status with the SEC, estimated at $16,000 for the next 12 months, which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses.  Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on the items listed above. 

Results of operations for the three months ended July 31, 2015

 

We have not earned any revenues since our inception on March 19, 2015. We can provide no assurance that we will generate revenues from our smartwatches or any other product.

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We incurred operating expenses in the amount of $15,271 for the three months ended July 31, 2015. Our operating expenses for the three months ended July 31, 2015 were attributable to professional fees.

 

We incurred a net loss in the amount of $15,271 for the three months ended July 31, 2015.  Our loss was attributable to operating expenses together with a lack of any revenues.

Liquidity and Capital Resources

 

As of July 31, 2015, we had current assets of $5,320. Our total current liabilities as of July 31, 2015 were $5,121. As a result, we had working capital of $199 as of July 31, 2015.

Operating activities used $10,650 in cash for the three months ended July 31, 2015. Our negative operating cash flow was mainly the result of our net loss of $15,271, offset by an increase in accounts payable and accrued liabilities of $4,621.

Financing activities provided $3,000 in cash for the three months ended July 31, 2015. Our positive financing cash flow was a result of issuing shares of our common stock.

We will require a cash injection of $120,000 to achieve our operating plan. We believe that the capital we plan to raise will be sufficient to cover the operating expenses for the first twelve months. There can be no assurance, however, that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Off Balance Sheet Arrangements

 

As of July 31, 2015, there were no off balance sheet arrangements.

 

Going Concern

We have earned no revenues since inception. As at July 31, 2015, we have working capital of $199 and an accumulated deficit of $15,801. We intend to fund operations through equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements for the year ending April 30, 2016.

Our ability to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of July 31, 2015, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending April 30, 2016: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended July 31, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls 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. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**		The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2015 formatted in Extensible Business Reporting Language (XBRL).

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.