UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended January 31, 2016
[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	For the transition period from _________ to ________
	Commission file number: 333-188119

 

Vopia, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	39-2079422
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1700 Montgomery Street, Suite 101 San Francisco, CA	94111
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: 415-835-9463

 

Securities registered under Section 12(b) of the Exchange Act
Title of each class	Name of each exchange on which registered
None	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of each class
None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

 

Indicate by checkmark 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 [ ] No [X]

 

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 [X]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

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.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 [X] No [ ]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $1,436,850

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 132,900,000 as of January 5, 2017

 

 

TABLE OF CONTENTS

 

 

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	16
Item 9A.	Controls and Procedures	16
Item 9B.	Other Information	17
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accountant Fees and Services	21

 

PART IV
Item 15.	Exhibits, Financial Statement Schedules	22

 

 

 

PART I

Item 1. Business

 

Overview

 

Our mission is to help local businesses all over the world prosper by being able to reach more customers through online exposure. We intend to offer a variety of technological solutions to small to medium sized enterprises (SMEs), including, and among other things, business search capabilities, our Business Mapping App, and a global business network. As of the date of this filing, however, we have no products or services commercially available and we have achieved no revenues. While we are hopeful that our technologies and business applications will be marketable, we can provide no assurance that we will be successful. We have very limited working capital and we have not achieved a stable source of revenues. We are dependent on capital to fund our business operations. For these reasons, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

 

We are a search technology software and online platform to collect, merge and validate the best business information from the web. We intend to provide mobile and tablet browsers with a powerful search engine, targeted in-depth data collection and optimal solutions through a more efficient method. As the search engine environment has matured, the next challenge is clearly that of transparency and in-depth relevance. The most obvious online tool shortfall concerns the market that relates to business information, where services such as Google, Yellowpages, Manta, Yelp, Linkedin and Kompass are the market leaders, but have limited resources on company data and tend to focus on selected countries. The Vopia solution bridges this gap, with the creation of a mobile search specifically for professionals and focused on businesses across all countries.

 

After months of extensive research, programming and market studies, our Business Mapping App is expected to be available for download as a variable in Google Play for Android users in the fourth quarter of 2017. We had originally expected it to come early December 2015, but the App is still in internal beta testing. In addition, we ran out of funds to complete the testing. We believe this Business Mapping App will appeal to many types of consumers, from the on-the-road business man, to tourists travelling around town and to everyday people running errand and going about their lives. Our Business Mapping App will give users more business specific information from their search requests and provide them with fully loaded results populated with information gathered by us through our partnership programs and detailed database, all available via our existing online search or through our new Business Mapping App.

 

Our software already has detailed listings for over 40 million businesses worldwide and this list is growing fast. Business information and services are ever evolving, and we are up to the challenge with the help of our partner relationships, which include some of the largest search engines, social media outlets, restaurant directories, encyclopaedias, and travel advisories etc., in the market, We pull all this data together in a one one-stop-shop Business Mapping App.

 

The average user searches from their computer and phone multiple times per week for information, entertainment, professional and local services and many other search items; high volume users will search tens of times per day. From a new place to eat, the local gas station or a place to get your hair cut, all of these searches just touch the surface of the need for quick, reliable and local answers, and we bring this to our end users in a flawless experience, utilizing and condensing the functionality of Google, Facebook, Trip Advisor, YELP and many others into one easy to use Business Mapping App. We are excited about the forthcoming Business Mapping App launch and look forward to continuing to develop the software to meet the needs of our ever demanding audience.

 

In addition to the new business mapping app, during the spring, we plan to launch a new global business network dedicated exclusively to business owners, executives and business leaders. This will be a key launch for the company, creating an exciting and much-needed alternative to LinkedIn where anyone can create a profile free of charge.

 

 

Recent Agreement and Termination with Saqoia

 

On February 18, 2016, we entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with Saqoia Corp., a Delaware corporation (“Saqoia”), pursuant to which we 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.

 

Core Competencies

 

Our core competencies are pivotal to our success.

 

• Our software and WebCrawler are constantly and automatically updating the database with new and applicable data from the companies’ websites.
• We have affiliate agreements guaranteeing additional and relevant information on each company.
• Using our website, users can find companies and products immediately, regardless of industry and location.

Product Features

 

Local Listings

 

We intend to help SMEs achieve a professional presence online in order to compete with larger businesses effectively. We offer two solutions: build-it-for-me and build-and-manage-it-for-me. Businesses can switch between these options whenever they wish, and will be able to make small changes themselves if they should opt for the built-in product.

 

Local businesses, shops and restaurants can make offers based on location and keywords with a coupon code that gives users discounts on goods or services. The business model is based on a fixed price per month that allow local businesses to upload unlimited number of deals in the city or area. We expect that the new service will be available in the fourth quarter of 2017.

 

Our business pages are expected to be automatically optimized for viewing across desktop, tablets and mobile devices to make sure customers can access them no matter where they are. All Vopia listings are created using search engine optimization (SEO) best practices which helps to increase visibility, presence and reach across all major search engines in an effort to manage their reputations online.

 

 

Local Deals

 

We believe that we are poised to become the local deals search engine of local commerce and the place people start when they want to buy just about anything, anytime, anywhere. By leveraging our global relationships and scale, we intend to offer consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile, enjoy vacations and find a curated selection of electronics, fashion, home furnishings and more.

 

We are redefining how traditional small businesses attract, retain and interact with customers by providing merchants with a suite of products and services, including customizable deal campaigns, credit card payment processing capabilities, and point-of-sale solutions that help businesses grow and operate more effectively.

 

Local Marketing

 

Our search marketing and display advertising products are expected to help drive traffic to our SME customers’ local listings. We help our SMEs connect with a rich source of consumers and get the most out of search marketing and local deals advertising. We can fully manage the whole process for our SMEs, which can be complex and time consuming.

 

Additionally, through our online display product, we put our SMEs’ online advertisements on local business listings, increasing presence and reach. Other companies may claim to be the leaders in local online marketing, but the reason our founders built Vopia.com was because they saw nobody else helping local businesses get more customers online.

 

Major Competitors

 

Our competitors are the market leaders in search engine technology and their success is a symbol of our potential market. Our competitive edge is based on newly developed web crawlers, data mining software and advanced search algorithms, which provides users a more effective mobile search experience. Below is a list of our key competitors categorized into four sections: A. Full Web, B. Locater, C. Researcher and D. Different.

 

A - Full Web

 

These search sites are the mobile equivalent of Google or Yahoo. They search the full web to get the best response to your query. Type a keyword or phrase into a text-box on the mobile site, and it will display a page with a list of responses. To better adapt to the mobile Internet, quite a number of these sites now pursue an "answers not links" policy. These sites use mobile analytics and user search-history to tailor responses to the individual user.

 

B - Locater

 

Location-based search engine that looks in specific geographic areas for what the user has requested. These are most often interested in local shops, events and entertainments.

 

C - Researcher

 

These search engines are geared towards answering specific questions. If you want to know why the sky is blue, or who did the voice for Principal Skinner in the Simpsons, these mobile sites are for you. Some use "intelligent" search engines to try and locate the best answer. Some search an internal database of information. Others forward your query onto a living researcher, who finds the answer to your question and sends it back to you.

 

 

D - Different

 

This category covers those search engines which serve such a specific (and often very clever) purpose that they simply do not fit into any other category.

No.				Name		Description		Type
	1			Answers		http://mobile.answers.com is the mobile version of www.answers.com. Searches result in an encyclopaedia-style entry on the subject matter.		C
	2			AOL		http://mobile.aol.com/ – the mobile portal of AOLs search engine		A
	3			ASK		http://m.ask.com is the mobile portal of web search engine www.ask.com		A
	4			ChaCha		www.chacha.com maintains a panel of experts. ChaCha forwards users texts to the person best qualified to answer the question, and promises answers within minutes		C
	5			Concierge		Maintained by Conde Nast, the mobile search site www.concierge.com targets holiday makers. It searches destination brochures, holiday sites, hotels and weather information from around the world.		B
	6			Google mobile		Google Search for mobile users, http://m.google.com/, offers advertisers the chance to place ads alongside search results.		A
	7			Guanxi		http://www.minfo.com/guanxi/en/ is an SMS based search service, with an optional downloadable client. It is a city-search service for China, providing entertainment and amenities information.		B
	8			Hiogi		www.hiogi.com is a community of people connected via Twitter, SMS and the mobile Internet. Users are rewarded for answering and asking questions. http://mobile.hiogi.com is its mobile portal.		C
	9			Ixigo		The mobile portal for an Indian travel search site, http://m.ixigo.com provides flight and hotel information.		A
	10			JumpTap		Using information collected from its mobile search platform, www.jumptap.com places targeted ads with search results.		A
	11			JustDial		www.justdial.com is the web based version of this Indian local search engine. It also offers SMS keyword searches to it’s database.		B
	12			Kannuu		www.kannuu.com offers search software that runs on non-computer devices. Its kannuu.device engine is geared towards the mobile Internet, using predictive software to speed searches.		A
	13			Live Search Mobile		www.livesearchmobile.com is the mobile portal for Windows Live search engine. It offers location-based searches and full-web search.		A
	14			Local		www.local.com provides location-based searches based on two inputs: what you’re looking for and where you’re looking for it. http://mobile.local.com does the same on mobile!		B
	15			Maporama		Geared towards companies rather than individuals, www.maporama.com allows users to keep track of sales outlets, clients, suppliers as well as moving sales agents & emergency units.		D
	16			MasterCard Nearby		https://wap.mcnearby.com is a location-based service that allows MasterCard customers to locate nearby cash and special merchant offers		B
	17			mCore Search		The mobile search engine of www.motricity.com, mCore promises single box search. It covers meta-search, WAP, Web indexes, local search, and portal search.		A
	18			mdog		http://mdog.com is a mobiles search only usable by smartphones. It offers the same functions as a full web search engine.		A
	19			Medio		www.medio.com runs a mobile search engine which uses mobile analytics to try and provide one-stop search results for users. Its mobile adverts are targeted and placed with the search results.		A
	20			Mindshare		www.mindshare.com is a multi-national advertising agency. Its Mindshare Interactive company deals with mobile advertising, and Mindshare Search deals with mobile search		A
	21			Mobile Content Networks		http://mcn-inc.com combines vertical search with its Taxonomy Engine to try to provide accurate search results. It also provides the opportunity to place targeted ads with search results. Demo of the search engine can be found here: http://mobilesearch.net/		A
	22			Mobile411		This downloadable app from www.v-enable.com allows location-based searches for local entertainment. Phone calles, texts and maps are all available from the app.		B
	23			Nokia Mobile Search		Nokia’s website provides the download for this app based search engine, which offers locations based and full web searches		A B
	24			Onyomo		http://m.onyomo.com/ provides it’s users with location-based info on amenities from Restaurants and ATMs to Airlines and Chemists.		B
	25			Picollator Mobile		www.picollator.com is a search engine that uses pictures instead of text for query input. http://picollator.mobi/ is the mobile version of this search engine.		D A
	26			Searchme		The mobile version of www.searchme.com, http://m.searchme.com allows users to view a picture of the pages in its search result before choosing which one to visit.		A
	27			Slifter		www.slifter.com is a location-based service that helps users find products and promotions at local stores		B
	28			Technorati mobile		The mobile version of www.technorati.com, http://m.technorati.com/ specifically searches the “live” web, eg. blogs, news updates and other user generated content.		A
	29			Texperts		www.texperts.com offers answers to any question by text, and also a detailed map (from www.multipmap.com) in response to queries for directions.		C
	30			Yahoo! Mobile		Yahoo! OneSearch is the mobile version of the full web searcher. Yahoo! Mobile Ad Services can also place ads with any of Yahoo’s mobile web services.		A
	31			Yulop		A location-based search engine, http://m.yulop.com provides mobile search, navigation and traffic info, and locating friends and family.		A

 

Marketing Strategy

Promoting vopia.com

Our market presence will be achieved by relying on the strategy of identifying and serving a specialized market segment of business professionals. There are many competing sites, but we believe the future of search engines, and the Web as a whole, is to consolidate into niche groups and specific communities that provide direct and targeted information to their users. Presently, there is not one company dominating the mobile search engine market, mainly because our top competitors have structured their business around desktop systems and are just beginning to transition to mobile. This presents an opportunity for us to position the company as the leading mobile search engine for business professionals worldwide. To achieve this goal, our strategy is a mix of online and offline promotional tools:

1. Online Promotional Tools

Affiliate Marketing		VOPIA.COM plans to establish an affiliate program to increase the visibility of the company.
Article Marketing		Article Marketing is an effective way of increasing visitor to the website. The company plans to use press releases, guest posts and other tools like HubPages & Squidoo to increase the visibility.
Blog Marketing		VOPIA.COM plans to use expert bloggers to increase the flow of traffic to the website. The bloggers will link the content which we hope will increase the search engine ranking thereby drawing visitors to the website.
Email Marketing		VOPIA.COM plans to use email marketing as an effective tool (sending emails) to increase visibility amongst prospective customers.
Social Media		VOPIA.COM plans to use social media effectively to establish its presence. Some of the social media tools used are Twitter, Facebook and Youtube among others.
Newsletters		VOPIA.COM plans to send newsletters to its existing user base and its prospective customers.
Search Engine Marketing		VOPIA.COM plans to use variety of Search Engine Marketing tools in an effort to increase visibility. They are PPC, Google Adwords, MSN Ad Center, Solo Ads, etc.
Search Engine Optimization		VOPIA.COM plans to use variety of Search Engine Optimization tools such as Keyword Selection, Content Writing, On-page Optimization and Off-page Optimization.

2. Offline Promotional Tools

Magazines		VOPIA.COM plans to advertise in various magazines and publications focusing on business and entrepreneurs.
Newspaper		VOPIA.COM plans to advertise in print media such as national daily newspapers and weekly newspapers, which we hope will increase the visibility of the service.
Television Ads		VOPIA.COM plans to advertise in television, which we hope will increase the visibility of the company and enhance brand awareness.
Newsletters		VOPIA.COM plans to send newsletters to its prospective customers.
Brochures, Flyers & Presentations		VOPIA.COM plans to use brochures and flyers to reach the customers.
Referral Program		VOPIA.COM plans to have referral programs and will partner with suitable partners such as textile companies, schools and institutions accordingly. VOPIA.COM also plans to have referral options for customers and will incentivize them for identifying new customers for VOPIA.COM.
Online Business Directories		VOPIA.COM plans to promote its services by listing in various business directories like yellow pages, which we hope will increase the visibility and bring more business to the company.
Word of Mouth		VOPIA.COM plans to consider this as a most successful marketing tool as the recommendation from satisfied customers will increase our business. VOPIA.COM plans to have a separate testimonial page and plans to provide the testimonials for customer to read.

 

Market Opportunity

The demand for faster and better information about companies and products grows with the increasing volume of information on the Internet. Online users seek for precise and targeted content as they look to avoid the deluge of non-relevant data. This has created the opportunity for companies to develop content specific platforms that provide users with an effective search tool, in sync with their needs.

 

Market Needs

 

As the economy becomes increasingly global there is a growing market demand for locating new partners, suppliers and buyers across country borders and between regions. It is relatively easy to locate specific companies if their websites’ names are known in advance (through search engines, data providers and social network). It is also possible to locate suppliers by searching for specific products or services as long as you know the local directories and data providers such as Experian, Dun & Bradstreet and Salesforce. However, these companies often focus on a variety of other sectors that are not relevant to business, or professional services.

 

There is a rapidly growing need for a faster and easier way to locate partners, suppliers and buyers across borders and in a language users are familiar with. Vopia has found that in the early phases of the search process, particularly in the Awareness phase, there is a heavy reliance on general search, with 65.3% of search engine users indicating that random online searches are their usual starting point. As users progress through the purchase cycle, the reliance on general search decreases.

 

What increases is the usage of B2B vertical engines. As prospects move through the Research and Negotiation phases, they use B2B vertical engines to a greater extent to do further research on their alternatives and find specific information about companies and competitors. Vopia believes that, with its advanced web crawlers and data mining software, the company is better suited to provide users with the relevant information needed to help them make the right decisions throughout their purchasing cycle.

 

Intellectual Property

We plan to rely upon trademark, copyright and trade secret laws in various jurisdictions, as well as confidentiality procedures and contractual provisions to protect our proprietary assets and brands. We do not own any patent, trademark or copyright registrations at the present time.

Government Regulation

The application of new and existing laws and regulations to the Internet or other online services could also have a material adverse effect on our business, prospects, financial condition and results of operations. Several federal laws that could have an impact on our business have already been adopted. The Digital Millennium Copyright Act is intended to reduce the liability of online service providers for listing or linking to third party web properties that include materials that infringe copyrights or rights of others. The Children’s Online Privacy Protection Act is intended to restrict the distribution of certain materials deemed harmful to children and imposes additional restrictions on the ability of online services to collect user information from minors. In addition, the Protection of Children from Sexual Predators Act requires online services providers to report evidence of violations of federal child pornography laws under certain circumstances. The foregoing legislation may impose significant additional costs on our business or subject us to additional liabilities, if we were not to comply fully with their terms, whether intentionally or not.

There are a growing number of legislative proposals before Congress and various state legislatures regarding privacy issues related to the Internet generally, and some of these proposals apply specifically to paid search businesses and ownership rights of Internet domain properties. We are unable to determine if and when such legislation may be adopted. If certain proposals were to be adopted, our business could be harmed by increased expenses or lost revenue opportunities, and in other unforeseen ways.

We anticipate that new laws and regulations affecting us will be implemented in the future. Those new laws, in addition to new applications of existing laws, could expose us to substantial liabilities and compliance costs. In addition, because our services are available over the Internet in multiple states, certain states may claim that we are required to qualify to do business in such state. 

Personnel

We have one officer and director. In the following months, we will look to add more experience to the team as we build the web development team and our administrative and financial capabilities. We initially estimated approximately 20 personnel in order to achieve our target growth in the market.

Capital Requirements

We will require a cash injection of $3.5 million to achieve our operating plan. We plan to seek additional financing in a private equity offering to secure funding for operations. More than 75% of the proceeds are expected to be used to establish our market presence. The costs are mostly related to the execution of our marketing strategy for our online and offline promotional tools, discussed above. The remaining capital will cover the costs of logistics, rentals and the cost of personnel. We believe that the capital we plans 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.

Item 2. Properties

We do not own any real property. We lease office space at 1700 Montgomery Street, Suite 101, San Francisco, CA 94111, United States (administrative office) and National House, 81/A, Kunj Society, Alkapuri. Vadodara, 390007, Gujarat-India (Software Development Office) for a combined monthly rent of $4,500. Gimwork Project LP has paid the rent on these leases though 2014. We were required to pay the monthly rent starting in 2015. The monthly fee includes internet connection, phone and administrative support (24 hours support) and security. We have accrued $58,000 in rental obligations for the fiscal year end.

.Item 3. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 4. Mine Safety Disclosures

 

N/A

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock is quoted under the symbol “VOPA” on the OTCPink operated by OTC Markets Group, Inc.  Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 

The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCPink. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

 

Fiscal Year Ending January 31, 2016
Quarter Ended				High $				Low $
	January 31, 2016				0.34				0.06
	October 31, 2015				0.29				0.18
	July 31, 2015				0.50				0.20
	April 30, 2015				2.00				0.25

 

 

Fiscal Year Ending January 31, 2015
Quarter Ended				High $				Low $
	January 31, 2015				1.01				0.25
	October 31, 2014				1.00				0.25
	July 31, 2014				1.25				1.25
	April 30, 2014				1.25				1.25

 

On December 9, 2016, the last sales price per share of our common stock was $0.031.

 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

Holders of Our Common Stock

 

As of January 5, 2017, we had 132,900,000 shares of our common stock issued and outstanding, held by thirty-five (35) shareholders of record, with others holding shares in street name.

 

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1.       we would not be able to pay our debts as they become due in the usual course of business, or;

2.       our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Item 6. Selected Financial Data

 

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

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Results of Operations for the Years Ended January 31, 2016 and 2015

 

Revenues

 

We have not earned any revenues since our inception on May 14, 2012. We are presently in the development stage of our business and we can provide no assurance that we will generate revenues from our search engine to sustain a viable business operation.

 

 

We incurred operating expenses in the amount of $80,570 for the year ended January 31, 2016, as compared with $40,805 for the same period ended 2015. Our operating expenses for the year ended January 31, 2016 mainly consisted of rent of $58,500 and professional fees of $17,844, as compared with mainly professional fees of $38,387 for the year ended January 31, 2015.

 

We incurred an impairment of our technology in the amount of $10,000 for the year ended January 31, 2016. We incurred interest expenses of $1,965 for the year ended January 31, 2016, as compared with interest expenses of $197 for the year ended January 31, 2015. Our interest expenses increase in 2016 was a result of taking on more debt.

 

We incurred a net loss in the amount of $92,535 for the year ended January 31, 2016, as compared with a net loss of $41,002 for the same period ended 2015. Our losses for each period are attributable to operating expenses together with a lack of any revenues. 

 

Liquidity and Capital Resources

As of January 31, 2016, we had total current assets of $5,976. Our total current liabilities as of January 31, 2016 were $61,314. As a result, we had a working capital deficit of $55,338 as of January 31, 2016.

Operating activities used $25,186 in cash for the year ended January 31, 2016, as compared with $33,866 in cash for the same period ended 2015. Our net loss of $92,535 was the main reason for our negative operating cash flow in both periods.

Financing activities provided $27,500 for the year ended January 31, 2016, as compared with $28,245 for the same period ended 2015. Our positive cash flow from financing activities for the year ended January 31, 2016 was entirely the result of proceeds from promissory notes, while for 2015 it was largely the result of related party advances.

On June 24, 2015, we borrowed $12,500 under a promissory note. The note is due on demand has annual interest at 10%. This money is earmarked for our working capital needs.

On December 10, 2015, we borrowed $15,000 under a promissory note. The note is due on demand has annual interest at 10%. This money is earmarked for our working capital needs.

On December 29, 2016, we borrowed $25,000 under a promissory note. The note is due on demand has annual interest at 10%. This money is earmarked for our working capital needs. 

We will require a cash injection of $3.5 million to achieve our operating plan. We plan to seek additional financing in a private equity offering to secure funding for operations. More than 75% of the proceeds are expected to be used to establish our market presence. The costs are mostly related to the execution of our marketing strategy for our online and offline promotional tools. The remaining capital will cover the costs of logistics, rentals and the cost of personnel. We believe that the capital we plan to raise will be sufficient to cover our 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.

 

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate our continuation as a going concern. However, we have no revenues as of January 31, 2016. We currently have limited working capital, and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position the company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

 

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

Our critical accounting policies are set forth in Note 2 to the financial statements.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Off Balance Sheet Arrangements

 

As of January 31, 2016, there were no off balance sheet arrangements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

Consolidated Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm
F-2	Report of Independent Registered Public Accounting Firm
F-3	Balance Sheets as of January 31, 2016 and 2015
F-4	Statements of Operations for the years ended January 31, 2016 and 2015
F-5	Statement of Stockholders’ Equity from inception to January 31, 2016
F-6	Statements of Cash Flows for the years ended January 31, 2016 and 2015
F-7	Notes to Financial Statements

 

 

 

 

NC Office 19720 Jetton Road, 3rd Floor Cornelius, NC 28031 Tel: 704-897-8336 Fax: 704-919-5089

  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and

Vopia, Inc. (Formerly Blue Fashion Corp.)

 

We have audited the accompanying balance sheet of Vopia, Inc. (“the Company”) as of January 31, 2016 and the related statement of operations, stockholders’ deficit, and cash flow for the year ended January 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2016, and the results of its operations, changes in stockholders’ deficit and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring operating losses, has an accumulated stockholders’ deficit, has negative working capital, has had no revenues from operations, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ L&L CPAS, PA

L&L CPAS, PA

Certified Public Accountants

Cornelius, NC

The United States of America

January 6, 2017

 

 

 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Vopia, Inc. (f/k/a/ Blue Fashion Corp.)

We have audited the accompanying balance sheet of Vopia, Inc. (f/k/a Blue Fashion Corp.) as of January 31, 2015, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended January 31, 2015. Vopia, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vopia, Inc (f/k/a Blue Fashion Corp.) as of January 31, 2015 and the results of its operations and its cash flows for the year ended January 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company had accumulated deficit of $168,400 as of January 31, 2015, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KLJ & Associates, LLP   KLJ & Associates, LLP
Edina, MN
April 30, 2015

 

 

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

BALANCE SHEETS

(AUDITED) 

  

		January 31, 2016				January 31, 2015
ASSETS
Current Assets
Cash and cash equivalents		$	5,976			$	3,662
Total Current Assets			5,976				3,662
Fixed Assets
Furniture and Equipment			1,050				1,050
Accumulated Depreciation			(624	)			(416	)
Total Fixed Assets			426				634
Investment in intellectual property,net of impairment of $ 10,000			—				10,000
Total Assets		$	6,402			$	14,296
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Liabilities
Current Liabilities
Accrued expenses		$	3,406			$	6,731
Accrued interest			2,163				197
Promissory notes payable			37,500				10,000
Advances from related party			18,000				18,000
Due to shareholder			245				245
Total Liabilities		$	61,314				35,173
Stockholders’ Equity (Deficiency)
Common stock, par value $0.001; 250,000,000 shares authorized, 132,900,000 (January 31, 2015 – 132,900,000) shares issued and outstanding			132,900				132,900
Additional paid in capital			73,123				14,623
Deficit accumulated			(260,935	)			(168,400	)
Total Stockholders’ Equity (Deficiency)			(54,912	)			(20,877	)
Total Liabilities and Stockholders’ Equity		$	6,402			$	14,296

 

See accompanying notes to financial statements.

 

 

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

STATEMENTS OF OPERATIONS

(AUDITED) 

 

		Year Ended January 31, 2016				Year Ended January 31, 2015
REVENUES		$	—			$	—
OPERATING EXPENSES
Depreciation Expense			208				208
General and administrative			3,948				2,152
Bank fees			70				58
Rent			58,500				—
Professional fees			17,844				38,387
TOTAL OPERATING EXPENSES			80,570				40,805
LOSS FROM OPERATIONS			(80,570	)			(40,805	)
OTHER INCOME (EXPENSE)
Interest Expense			(1,965	)			(197	)
Impairment			(10,000	)			—
TOTAL OTHER INCOME (EXPENSE)			(11,965	)			(197	)
PROVISION FOR INCOME TAXES			—				—
NET LOSS		$	(92,535)			$	(41,002	)
NET LOSS PER SHARE: BASIC AND DILUTED			*				*
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 20-1 forward stocks split)			132,900,000				132,066,667

  

 

* Less than $0.00 per share

 

See accompanying notes to financial statements.

 

 

VOPIA, INC. (FORMERLY BLUE FASHION CORP.) STATEMENTS OF Stockholders’ Equity Cumulative from May 14, 2012 (Inception) to January 31, 2016 (AUDITED)
		Common Stock    Shares              Amount								Additional Paid-In Capital				Deficit Accumulated During the Development Stage				Total Stockholders’ Equity
Inception, May 14, 2012						$				$				$				$
Shares issued for cash at $0.001 per share			100,000,000				100,000				—				(95,000	)			5,000
Net loss for the period ended January 31, 2013			—				—				—				(727	)			(727	)
Balance as of January 31, 2013			100,000,000				100,000				—				(95,727	)			4,273
Shares issued for cash at $0.001 per share			30,900,000				30,900				—				(16,050	)			14,850
Net loss for the period ended January 31, 2014			—				—				—				(15,621	)			(15,621	)
Balance as of January 31, 2014			130,900,000				130,900				—				(127,398	)			3,502
Forgiveness of director’s loan											6,623				—				6,623
Issuance of shares for asset contribution			2,000,000				2,000				8,000				—				10,000
Net loss for the period ended January 31, 2015			—				—				—				(41,002	)			(41,002	)
Balance as of January 31, 2015			132,900,000				132,900				14,623				(168,400	)			(20,877	)
Office space rent provided by related party											58,500								58,500
Net loss for the period ended January 31, 2016			—				—				—				(92,535	)			(92,535	)
Balance as of January 31, 2016			132,900,000				132,900				73,123				(260,935	)			(54,642	)

  

See accompanying notes to financial statements.

 

 

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

STATEMENTS OF CASH FLOWS

(AUDITED) 

 

		Year Ended January 31, 2016				Year Ended January 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(92,535	)		$	(41,002	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation Expense			208				208
Impairment			10,000				—
Changes in assets and liabilities:
Decrease in accrued expenses			(3,325	)			6,731
Increase in accrued interest			1,966				197
Increase in rent expense
CASH FLOWS USED IN OPERATING ACTIVITIES			(25,186	)			(33,866	)
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment			—				—
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES			—				—
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party			—				18,000
Due to shareholder			—				245
Proceeds from promissory note payable			27,500				10,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			27,500				28,245
NET INCREASE (DECREASE) IN CASH			2,314				(5,621	)
Cash, beginning of period			3,662				9,283
Cash, end of period		$	5,976			$	3,662
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	—			$	—
Income taxes paid		$	—			$	—
NON-CASH TRANSACTIONS:
Forgiveness of loans from director		$	—			$	6,623
Issuance of shares for intellectual property		$	—			$	10,000

  

See accompanying notes to financial statements.

 

 

VOPIA, INC.

(FORMERLY BLUE FASHION CORP.)

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 Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. 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.

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending January 31, 2016.

 

On April 7, 2016, KLJ & Associates, LLP resigned as our independent registered public accounting firm and, on April 11, 2016, we engaged L&L CPAs, PA as our independent registered public accounting firm. The details of the change in auditor are contained in our Form 8-K filed with the Securities and Exchange Commission that we filed on April 11, 2016. 

 

Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being January 31, 2016. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Annual Report on Internal Control over Financing Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of January 31, 2016 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of January 31, 2016, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (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.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending January 31, 2017: (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 in (i) and (ii) 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.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

 

Item 9B. Other Information

 

None

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table contains information with respect to our current executive officers and directors:

 

Name		Age				Principal Positions With Us
Jorgen Frederiksen			59			President, Chief Executive Officer, Chief Financial Officer and Director

 

Jorgen Frederiksen, holds a degree in trading, graduating from Teknisk Skole, Aarhus, Denmark in 1984. From 1980-1993, Mr. Frederiksen has been an entrepreneur and has a combined 13 years’ experience of serving as an executive and director of various non-public trading companies while owning and operating his own businesses.

From 2000 to the present, Mr. Frederiksen has been CTO and supervisor at Jysk Haandvaerkerskole.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

During the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

  

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO and director, Jorgen Frederiksen, at the address appearing on the first page of this annual report.

 

 

Code of Ethics

 

We have not adopted a Code of Ethics that applies our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

Item 11. Executive Compensation

 

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for our fiscal years ended January 31, 2016 and 2015.

 

SUMMARY COMPENSATION TABLE

Name and principal position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Jorgen Frederiksen Chief Executive Officer, Chief Financial Officer and Director

2016 2015

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

Jose De La Cruz Former e Chief Executive Officer, Chief Financial Officer and Director

2016 2015

n/a 0

n/a 0

n/a 0

n/a 0

n/a 0

n/a 0

n/a 0

n/a 0

 

 

Narrative Disclosure to the Summary Compensation Table

 

We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

 

Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

 

Stock Option Grants

 

We have not granted any stock options to the executive officers or directors since our inception.

 

Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of January 31, 2016.

 

 

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Jorgen Frederiksen

—

—

—

—

—

—

—

—

—

 

Director Compensation

 

We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

 

 

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of January 5, 2017, certain information as to shares of our voting stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of voting stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address of 1700 Montgomery Street, Suite 101 San Francisco, CA 94111.

The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner.

 

			Common Stock
Name and Address of Beneficial Owner			Number of Shares Owned (1)				Percent of Class (2)
Jorgen Frederiksen			0				0%
All Directors and Executive Officers as a Group (1 person)			0				0%
5% Holders
Jose Del La Cruz 64 Rue Vieille Du Temple Paris, France 75004			10,000,000				8%
Gimwork Project LP(3) SL014174 78 Montgomery St. Suite 6 Scoltand Edinburg EH7 5JA			78,700,000				59

 

 

(1)

Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.

 

(2)

Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 132,900,000 voting shares as of January 5, 2017.

 

(3)

Gimwork Project LP is beneficially owned by Michael Heiberg and Rasmus Refer.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Other than the transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

 

 

On July 4, 2014, we 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 2,000,000 (post-split) shares of common stock with a deemed value of $10,000.

 

Gimwork Project LP has agreed to provide office space without charge until 2015. Gimwork Project LP paid $4,500 in 2014. We are required to pay the monthly rent of $4,500 starting in 2015. The monthly fee includes internet connection, phone and administrative support (24 hours support) and security. We have accrued $58,000 in rental obligations for the fiscal year end.

On May 14, 2014, we received advances from Gimwork Project LP in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.

On July 4, 2014, Bojana Banjac, our former officer and director, agreed to forgive $6,623 in loans, which was recorded as an increase in additional paid in capital.

 

Item 14. Principal Accounting Fees and Services 

 

Below is the table of Audit Fees billed by our auditors in connection with the audits of the Company’s annual financial statements for the years ended:

 

Financial Statements for the Year Ended January 31				Audit Services				Audit Related Fees				Tax Fees				Other Fees
	2015			$	7,750			$	0			$	0			$	0
	2016			$	7,500			$	0			$	0			$	0

  

 

 PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a)	Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b)

Exhibits

 

Exhibit Number	Description
3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
3.3	Certificate of Change(3)
3.4	Certificate of Amendment (4)
10.1	Contribution Agreement(2)
10.2	Loan Forgiveness and General Release Agreement(2)
31.1**	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), 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 Annual Report on Form 10-K for the year ended January 31, 2016 formatted in Extensible Business Reporting Language (XBRL).

 **provided herewith

 

(1)

Incorporated by reference to the Registration Statement on Form S-1 filed on April 25, 2013

(2)

Incorporated by reference to the Form 8-K filed on July 11, 2014

(3)

Incorporated by reference to the Form 8-K filed on September 9, 2014

(4)

Incorporated by reference to the Form 8-K filed on August 29, 2014

 

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.

 

Vopia, Inc.

 

By: /s/ Jorgen Frederiksen

Jorgen Frederiksen

President, Chief Executive Officer, Principal Executive Officer and Director

January 6, 2017

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: /s/ Jorgen Frederiksen

Jorgen Frederiksen

President, Chief Executive Officer, Principal Executive Officer and Director

January 6, 2017