UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2016
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number: 333-199582
BRIDGEWATER PLATFORMS INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 33-123170 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| ||
78 Shorncliffe Road Etobicoke, Ontario, Canada M8Z 5K5 | ||
(Address of principal executive offices) | ||
Registrant's telephone number, including area code: 416-659-8907
Securities registered pursuant to Section 12(b) of the Act:
N/A |
| N/A |
Title of Each Class |
| Name of Each Exchange On Which Registered |
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 registration statement was required to submit and post such files). Yes x No o
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. o
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 definition 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 |
(Do not check if a smaller reporting company) |
| ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2016, was $Nil based on a $Nil 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. (There was no bid or ask price of our common shares during this year).
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.
8,333,346 as of October 28, 2016
DOCUMENTS INCORPORATED BY REFERENCE
None.
| 2 |
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.
Business Development
Bridgewater Platforms Inc. (“Bridgewater Platforms” or the “Company”) was incorporated in the State of Nevada on May 6, 2014. Bridgewater Platforms Inc., incorporated a wholly owned subsidiary in the Province of Ontario, Canada on May 20, 2014, called Bridgewater Construction Ltd. The company’s address is 78 Shorncliffe Road, Etobicoke, Ontario, Canada M8Z 5K5. Our telephone number is 416-659-8907.
Bridgewater Platforms' wholly owned subsidiary, Bridgewater Construction Ltd. operates as a landscape design and construction services business. The Company currently offers landscaping and minor construction services and intends to expand its business and to develop a new outdoor pool covering product and service that will help northern cold-climate homeowners solve the dilemma of what to do with their pools over the fall, winter, and spring months when pool use is not possible.
During the year ended July 31, 2016, we generated $28,560 in revenue from landscaping construction projects. In addition to nominal revenues, we have relied upon the sale of our securities to investors and corporate officers and directors for funding.
Principal Products, Services and Their Markets
Bridgewater Platforms Inc., through its wholly-owned Canada-based subsidiary Bridgewater Construction Inc., plans to develop a product and service that will help northern cold-climate homeowners solve the dilemma of what to do with their pools over the fall, winter, and spring months when pool use is not possible. Currently, homeowners use makeshift covers of various materials or resort to installing more elaborate systems that involve drilling anchors or other hardware into the cement or stone pool deck. These solutions can provide some degree of protection from debris entering the pool; however, they are not a secure solution to preventing animals, children, or other unwanted objects from the dangers of unsecured water. Additionally, these systems fail to address another core concern for homeowners in Northern climates: extensive garden space taken up by the pool itself is often rendered useless for 6-8 months of the year from fall to spring when swimming is not possible. Bridgewater Platforms presents an innovative solution that will solve concerns that relate to issues of maintenance, safety, and functional utilization of backyard space.
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| Table of Contents |
When the Company conducted its market research it found demand for other backyard services such as landscape design and construction. Given that the pool covering system is still under development, the company has expanded its services to include landscape design and construction. Hence, commencing in October 2014, the Company began generating revenue from these services.
Distribution Methods
Potential customers will find our landscape design and construction and pool bridging systems via a marketing campaign that will leverage the internet and select industry publications. The initial test market will be in the cold weather market of Toronto, Canada.
Status of Publicly Announced New Products or Services
Bridgewater Platforms has no new publicly announced products or services.
Competitive Business Conditions and Strategy; Bridgewater Platforms' Position in the Industry
There are a number of different landscape design and construction and pool covering businesses in the marketplace, however, they primarily offer a soft cover solution that sees anchors drilled into pool decks to support an elasticized cover that is stretched over the pool in winter. These covers can be walked on in emergencies, but it is generally not recommended as a standard practice. There are also cases where the structural integrity of these soft cover systems commonly fails even with simple dead loads of rain and snow. In addition, while these covers do provide a measure of coverage, the space is still rendered unusable for the period that the cover is installed.
Bridgewater Platforms plans to enter the marketplace with a solution that provides a higher degree of safety and at the same time enables the previously unusable space to be walked-on for social gatherings as required on a day-to-day basis and at little to no effort on the part of the customer. The covers will be engineered to meet safety requirements for live and dead loads. And all the customer will have to do is call to request the installation and removal dates. The Company also plans to be able to provide this service outside of the traditional spring removal and fall installation periods, for customers that may wish to hold a special back yard event. The Company will arrive the day before the event to install the platform, and remove it the day after. These special requests would be outside of the normal seasonal service and would be subject to extra charges.
Talent Sources and Names of Principal Suppliers
Bridgewater Platforms is leveraging the experience of its President, Emanuel Oliveira. Mr. Oliveira owns an existing and established Toronto soft and hard landscaping company, working on projects the size of which range from weeks to years in Canada's largest market. Mr. Oliveira has recognized the need for a more substantial pool covering system in cold-weather cities. Mr. Oliveira has agreed to dedicate part of his workshop and storage space to the Company for this start-up phase.
As we continue to grow we will seek the services of new qualified staff members or outside contractors.
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| Table of Contents |
Dependence on one or a few major customers
Bridgewater Platforms is still in the development stage but began to service customers in September 2014. Bridgewater does expect to be dependent on one or only a few major customers.
Patents, Trademarks, Licenses, Agreements or Contracts
There are no aspects of our business plan which require a patent or trademark. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.
Governmental Controls, Approval and Licensing Requirements
We are not currently subject to direct federal, state or local regulation other than the requirement to have a business license for the areas in which we conduct business.
Research and Development Activities and Costs
We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.
Number of Employees
Bridgewater Platforms has no employees, and will be largely reliant on the efforts of the officers and directors to help the Company get off the ground. The officers and directors will be donating their time and employees and/or contractors will be added as required.
Plan of Operation
The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-K. Except for the historical information contained herein, the discussion in this report contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-K should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-K. The Company's actual results could differ materially from those discussed here.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have generated limited revenues and have limited operating history. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings.
| 5 |
| Table of Contents |
Bridgewater Platforms has limited operations, limited revenue, limited financial backing and limited assets. Our plan is to continue operate and expand our landscape design and minor construction services business and intends to expand its business and develop a new outdoor pool covering product and service that will help northern cold-climate homeowners solve the dilemma of what to do with their pools over the fall, winter, and spring months when pool use is not possible.
We are a public entity, subject to the reporting requirements of the Exchange Act, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements.
At present, we do not have enough cash on hand to cover our anticipated regulatory reporting costs for the next 12 months. In order to proceed with our business plan, we will have to find alternative sources of funds, like a second public offering, a private placement of securities, or loans from our officers or third parties (such as banks or other institutional lenders). Equity financing could result in additional dilution to then existing shareholders. If we are unable to meet our needs for cash from either money that we raise from our equity, or possible alternative sources, then we may be unable to continue to maintain, develop or expand our operations.
As a "smaller reporting company," we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
None.
The company's administrative address is, 78 Shorncliffe Road, Etobicoke, Ontario, Canada M8Z 5K5. The telephone number is 416-659-8907. The space is being provided by management on a rent free basis. We have no intention of finding, in the near future, another office space to rent during the development stage of the company.
We do not own interests in any real property.
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
Item 4. Mine Safety Disclosures.
Not applicable.
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| Table of Contents |
Market Information
Our common stock was approved for quotation on the OTC Markets (the "OTCPINK") on July 20, 2015 under the symbol "BWPI". As of October 26, 2016, our stock had not yet traded on the OTCPINK.
As at October 3, 2016, the Company had 16 active shareholders of record and 8,333,346 common shares issued and outstanding.
Transfer Agent
Our transfer agent is Clear Trust, LLC, 16540 Pointe Village Dr, Suite 210, Lutz, FL 33558.
Dividends
The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company's Board of Directors currently plans to retain earnings for the development and expansion of the Company's business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.
Equity Compensation Plan Information
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not issue unregistered equity securities during the fiscal year ended July 31, 2016.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended July 31, 2016.
Item 6. Selected Financial Data.
As a "smaller reporting company," we are not required to provide the information required by this Item.
| 7 |
| Table of Contents |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report on Form 10-K. The following discussion contains forward looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report on Form 10-K.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
Revenue
We generated $28,560 and $15,835 in revenue for the years ended July 31, 2016 and 2015, respectively.
Expenses
We had a net loss of $27,053 during the year ended July 31, 2016 and a net loss of $52,171 during the year ended July 31, 2015.
Operating expenses for the year ended July 31, 2016 decreased by $8,688 from $48,899 for the year ended July 31, 2015. The decrease in expenses can be attributed to decreased professional fees and general and administrative expenses.
Liquidity and Financial Condition
Currently, we do not have sufficient funds to develop our business over the next 12 months.
Working Capital
At July 31, 2016 we had a working capital deficit of $13,418 compared to working capital of $14,203 at July 31, 2015. The decrease in working capital can be primarily attributed to a decrease in cash and cash equivalents and an increase in accounts payable and accrued liabilities.
Cash Flows
Cash Flow from Operating Activities
During the year ended July 31, 2016, our company used $22,098 in cash from operating activities compared to the use of $32,842 of cash for operating activities during the year ended July 31, 2015. The decrease in cash used for operating activities was primarily attributed to a decrease of our net loss, an increase in accounts payable and accrued liabilities, and a decrease in tax payable.
Cash Flow from Financing Activities
During the year ended July 31, 2016, we had no cash flows from financing activities. For the year ended July 31, 2015, our company received a total of $55,000 cash from the issuance of common shares.
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| Table of Contents |
We had no material commitments for capital expenditures as at July 31, 2016 and 2015.
We have no known demands or commitments, and we are not aware of any events or uncertainties as at July 31, 2016 that will result in or that is reasonably likely to materially increase or decrease our current liquidity.
Going Concern
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have generated limited revenues and have limited operating history. There are no assurances that we will be able to obtain additional financing through either private placements, and/or bank financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us on which to base an evaluation of our performance. We have generated nominal revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.
At present, we do not have enough cash on hand to cover operating costs for the next 12 months.
If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
Critical Accounting Policies
The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2016.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company", we are not required to provide the information required by this Item.
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Item 8. Financial Statements and Supplementary Data.
BRIDGEWATER PLATFORMS INC.
INDEX TO AUDITED FINANCIAL STATEMENTS
July 31, 2016
|
| Page |
| |
Report of Independent Registered Public Accounting Firm |
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| F-1 |
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| F-2 |
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Consolidated Statements of Operations and Comprehensive Loss |
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| F-3 |
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| F-4 |
| |
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| F-5 |
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| F-6 |
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| 10 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Bridgewater Platforms, Inc.
Etobicoke, Ontario, Canada
We have audited the accompanying consolidated balance sheets of Bridgewater Platforms, Inc. and its subsidiary (collectively the “Company”) as of July 31, 2016 and 2015, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years then ended. 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 audits.
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 an 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiary as of July 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years then ended, 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 3 to the financial statements, the Company has not generated any revenue and further losses are anticipated. These conditions raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
October 31, 2016
F-1 |
BRIDGEWATER PLATFORMS INC. |
Consolidated Balance Sheets |
|
| July 31, |
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| July 31, 2015 |
| ||
ASSETS |
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Current Assets |
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| ||
Cash and cash equivalents |
| $ | 3,587 |
|
| $ | 26,253 |
|
Accounts receivable |
|
| 1,760 |
|
|
| - |
|
Total Current Assets |
|
| 5,347 |
|
|
| 26,253 |
|
TOTAL ASSETS |
| $ | 5,347 |
|
| $ | 26,253 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts payable and accrued liabilities |
| $ | 18,765 |
|
| $ | 2,050 |
|
Tax payable |
|
| - |
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|
| 10,000 |
|
TOTAL LIABILITIES |
|
| 18,765 |
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|
| 12,050 |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Common stock, par value $0.001, 75,000,000 shares authorized, 8,333,346 shares issued and outstanding |
|
| 8,333 |
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|
| 8,333 |
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Additional paid-in capital |
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| 63,237 |
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|
| 63,237 |
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Accumulated deficit |
|
| (83,590 | ) |
|
| (56,537 | ) |
Accumulated other comprehensive loss |
|
| (1,398 | ) |
|
| (830 | ) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
|
| (13,418 | ) |
|
| 14,203 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $ | 5,347 |
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| $ | 26,253 |
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The accompanying auditor's report and notes are an integral part of these consolidated financial statements.
| F-2 |
| Table of Contents |
BRIDGEWATER PLATFORMS INC.
Consolidated Statements of Operations and Comprehensive Loss
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| Year Ended July 31, |
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| 2016 |
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| 2015 |
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REVENUES |
| $ | 28,560 |
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| $ | 15,835 |
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COST OF GOODS SOLD |
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| 24,335 |
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| 9,107 |
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GROSS PROFIT |
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| 4,225 |
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| 6,728 |
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OPERATING EXPENSES |
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General and administrative expenses |
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| 12,411 |
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|
| 14,197 |
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Professional fees |
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| 27,800 |
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|
| 34,702 |
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Total Operating Expenses |
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| 40,211 |
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| 48,899 |
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OTHER EXPENSES |
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Other expenses |
|
| - |
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|
| (10,000 | ) |
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|
| - |
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|
| (10,000 | ) |
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LOSS BEFORE INCOME TAXES |
|
| (35,986 | ) |
|
| (52,171 | ) |
Income tax recovery |
|
| 10,000 |
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|
| - |
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Income tax expense |
|
| (1,067 | ) |
|
| - |
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NET LOSS |
| $ | (27,053 | ) |
| $ | (52,171 | ) |
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OTHER COMPREHENSIVE LOSS |
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Foreign currency translation adjustments |
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| (568 | ) |
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| (830 | ) |
TOTAL COMPREHENSIVE LOSS |
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| (27,621 | ) |
| $ | (53,001 | ) |
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Basic and Diluted Loss per Common Share |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding |
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| 8,333,346 |
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| 5,465,757 |
|
The accompanying auditor's report and notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
BRIDGEWATER PLATFORMS INC.
Statements of Stockholders' Equity
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| Accumulated |
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| Additional |
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| Other |
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| Total |
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| Common Stock |
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| Paid-in |
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| Accumulated |
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| Comprehensive |
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| Stockholders' |
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| Number of Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Loss |
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| Equity |
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Balance - July 31, 2014 |
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| 2,500,000 |
|
| $ | 2,500 |
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| $ | 2,500 |
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| $ | (4,366 | ) |
| $ | - |
|
| $ | 634 |
|
Common shares issued for cash at $0.002 per share |
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| 2,500,000 |
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|
| 2,500 |
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|
| 2,500 |
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|
| - |
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| - |
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|
| 5,000 |
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Common shares issued for cash at $0.015 per share |
|
| 3,333,346 |
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|
| 3,333 |
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| 46,667 |
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|
| - |
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|
| - |
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|
| 50,000 |
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Contributed Services |
|
| - |
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|
| - |
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|
| 11,570 |
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|
| - |
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|
| - |
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| 11,570 |
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Net loss |
|
| - |
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|
| - |
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|
| - |
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|
| (52,171 | ) |
|
| - |
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|
| (52,171 | ) |
Foreign currency translation adjustments |
|
| - |
|
|
| - |
|
|
| - |
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|
| - |
|
|
| (830 | ) |
|
| (830 | ) |
Balance - July 31, 2015 |
|
| 8,333,346 |
|
| $ | 8,333 |
|
| $ | 63,237 |
|
| $ | (56,537 | ) |
| $ | (830 | ) |
| $ | 14,203 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (27,053 | ) |
|
| - |
|
|
| (27,053 | ) |
Foreign currency translation adjustments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (568 | ) |
|
| (568 | ) |
Balance - July 31, 2016 |
|
| 8,333,346 |
|
| $ | 8,333 |
|
| $ | 63,237 |
|
| $ | (83,590 | ) |
| $ | (1,398 | ) |
| $ | (13,418 | ) |
The accompanying auditor's report and notes are an integral part of these consolidated financial statements.
F-4 Table of Contents
BRIDGEWATER PLATFORMS INC.
Consolidated Statement of Cash Flows
|
| Year Ended |
| |||||
|
| July 31, |
| |||||
|
| 2016 |
|
| 2015 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | (27,053 | ) |
| $ | (52,171 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Contributed services |
|
| - |
|
|
| 11,570 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (1,760 | ) |
|
|
|
|
Other payable |
|
| - |
|
|
| 10,000 |
|
Accounts payable and accrued liabilities |
|
| 16,715 |
|
|
| (2,241 | ) |
Tax payable |
|
| (10,000 | ) |
|
| - |
|
Net cash used in operating activities |
|
| (22,098 | ) |
|
| (32,842 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Issuance of common stock for cash |
|
| - |
|
|
| 55,000 |
|
Net cash provided by financing activities |
|
| - |
|
|
| 55,000 |
|
|
|
|
|
|
|
|
|
|
Effects on changes in foreign exchange rate |
|
| (568 | ) |
|
| (830 | ) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
| (22,666 | ) |
|
| 21,328 |
|
Cash and cash equivalents - beginning of period |
|
| 26,253 |
|
|
| 4,925 |
|
Cash and cash equivalents - end of period |
| $ | 3,587 |
|
| $ | 26,253 |
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | - |
|
| $ | - |
|
Cash paid for income taxes |
| $ | - |
|
| $ | - |
|
The accompanying auditor's report and notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
BRIDGEWATER PLATFORMS INC.
Notes to the Audited Consolidated Financial Statements
July 31, 2015
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Bridgewater Platforms Inc. (the "Company") is a Nevada corporation incorporated on May 6, 2014. It is based in Las Vegas, NV, USA, and the Company's fiscal year end is July 31.
On May 20, 2014, the Company incorporated its wholly owned Canadian subsidiary, Bridgewater Construction Ltd. in Etobicoke, Ontario.
The Company intends to develop a modular pool-covering system to install a secure platform each Fall that can be walked on and used for whatever purpose the homeowner desires. Each platform will be custom-made from sturdy recycled materials, and when not in use, the company will come back each spring, dissemble, and store the platform at its own secure facility. To date, the Company's activities have been limited to provide formation activities, construction service to local residents, and the raising of equity capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.
Basis of Consolidation
These financial statements include the accounts of the Company and its wholly-owned subsidiary, Bridgewater Construction Ltd., All material intercompany balances and transactions have been eliminated.
Foreign Currency Translation and Re-measurement
The Company's functional and reporting currency is the U.S. dollar. The Company's subsidiary's functional currency is the Canadian dollar. All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:
i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. |
ii) | Non-monetary assets and liabilities and equity at historical rates. |
iii) | Revenue and expense items at the average rate of exchange prevailing during the period. |
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders' equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.
For foreign currency transactions, the Company translates these amounts to the Company's functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. A total of $568 other comprehensive losses were recorded during the year ended July 31, 2016 and $830 in other comprehensive losses for the year ended July 31, 2015.
| F-6 |
| Table of Contents |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,587 and $26,253 cash at July 31, 2016 and 2015, respectively.
Accounts Receivable
The Company's accounts receivable consists of trade receivables from customers. The Company evaluates the collectability of its accounts receivable on an on-going basis and write off the amount when it is considered to be uncollectible. The Company does not have allowance for doubtful accounts. As of July 31, 2016 and 2015, the Company had $1,760 and $0 in accounts receivable, respectively.
Financial Instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
| F-7 |
| Table of Contents |
Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company evaluates the collectability of its accounts receivable on an on-going basis and request deposits whenever it is necessary. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Revenue Recognition
The Company will recognize revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition." The Company will recognize revenue only when all of the following criteria have been met:
i) | Persuasive evidence for an agreement exists; |
ii) | Service has been provided; |
iii) | The fee is fixed or determinable; and, |
iv) | Collectability is reasonably assured. |
Share-based Expenses
ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were no share-based expenses for the period ended July 31, 2016 and 2015.
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740 "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, 2016 and 2015.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
| F-8 |
| Table of Contents |
Related Parties
The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions.
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of July 31, 2016.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - EQUITY
Authorized Stock
The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Common Shares
On May 6, 2014, the Company issued 2,500,000 common shares to an officer and director at $0.002 per share for $5,000 cash.
On September 26, 2014, the Company issued 2,500,000 common shares to an officer and director at $0.002 per share for $5,000 cash.
On April 30, 2015, the Company issued 3,333,346 common shares to 29 unaffiliated investors at $0.015 per share for $50,000 through the Company’s initial public offering. The Company's initial public offering was closed on June 8, 2015 and no additional funds will be raised from this initial offering.
The Company has 8,333,346 common stock, $0.001 par value, issued and outstanding.
| F-9 |
| Table of Contents |
NOTE 5 - PROVISION FOR INCOME TAXES
The Company provides for income taxes under ASC 740, "Income Taxes”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Certain tax attributes are subject to an annual limitation as a result of the acquisition of our subsidiaries, which constitute a change of ownership as defined under Internal Revenue Code Section 382.
The Company is subject to taxation in the United States and certain state jurisdictions.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:
|
| Year Ended |
|
| Year Ended |
| ||
|
| July 31, |
|
| July 31, |
| ||
Income tax expense at statutory rate |
| $ | (9,198 | ) |
| $ | (14,339 | ) |
Valuation allowance |
|
| 9,198 |
|
|
| 14,339 |
|
Income tax expense |
| $ | - |
|
| $ | - |
|
Net deferred tax assets consist of the following components as of:
|
| July 31, |
|
| July 31, 2015 |
| ||
NOL Carryover |
| $ | 25,021 |
|
| $ | 15,823 |
|
Valuation allowance |
|
| (25,021 | ) |
|
| (15,823 | ) |
Net deferred tax asset |
| $ | - |
|
| $ | - |
|
Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $73,000, which expire commencing in fiscal 2032, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended July 31, 2016, the Company paid to a company owned by its shareholder for labor service and recorded as cost of goods sold of $6,122 and management fee of $5,759. There is no balance due to this shareholder at July 31, 2016.
The company's administrative address is, 78 Shorncliffe Road, Etobicoke, Ontario, Canada M8Z 5K5. The telephone number is 416-659-8907. The space is being provided by management on a rent free basis. We have no intention of finding, in the near future, another office space to rent during the development stage of the company.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company has no commitments or contingencies as of July 31, 2016 and 2015.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.
| F-10 |
| Table of Contents |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2016 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework. Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of July 31, 2016 based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of July 31, 2016.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This Annual Report on Form 10-K 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 from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period ended July 31, 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Not applicable.
| 21 |
| Table of Contents |
Item 10. Directors, Executive Officers and Corporate Governance.
All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name | Position Held with the Company | Age | Date First Elected or Appointed | |||
Emanuel Oliveira | President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (principal executive officer and principal financial and accounting officer) | 49 | May 8, 2014 | |||
Eric Davies | Secretary and Director | 53 | September 1, 2014 | |||
Michael Ward | Director | 60 | August 10, 2016 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of the Company, indicating the person's principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Emanuel Oliveira - President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
Manny Oliveira is Founder and Owner of Oliveira Landscaping, a Toronto-based company established in 2001. Manny has over 26 years' experience in the construction and landscaping industry. Mr. Oliveira has dedicated himself to building a business that reflects the highest standards of materials and workmanship, and he is bringing this expertise to Bridgewater Platforms. Mr. Oliveira first recognized the demand for a hard cover pool platform while working on landscape projects for clients that asked him if he could also figure out what to do with their pools in winter. Upon reflection and a bit of experimentation, Mr. Oliveira devised the Bridgewater Platform solution. This makes Mr. Oliveira an essential element to this project as it is his driving force and vision that is bringing the concept to fruition. Mr. Oliveira has the experience, the expertise, and the vision to direct the project, and he also has the industry connections to ensure that it is done in a cost effective manner. Mr. Oliveira is also a member of construction and landscaping associations in the Toronto market, and has entered projects into landscaping and architectural competitions.
Eric Davies - Secretary and Director
Eric Davies brings a complementary aspect to this project in that he also has experience in top-end construction, but specializes to a greater degree in on-site carpentry, woodworking, and 3-D imaging. Mr. Davies has taken a keen interest in the project not only for its practical construction elements, but also for the ability to apply 3-D imaging to the engineering and design. For the past 17 years, Mr. Davies has owned Davies Carpentry Ltd. in Toronto, and he also has specialized training in Architectural Technology that was gained at Ryerson University (Toronto, Canada). The combination of Mr. Oliveira and Mr. Davies provides a synergy of experience, leadership, and practical knowledge that will contribute to the success of Bridgewater Platforms.
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| Table of Contents |
Michael Ward - Director
Mr. Ward has been the President, CEO and a director of 4 Ward Resources, Inc. since June 2015. 4 Ward Resources, Inc. was formed to develop exploration and production projects primarily in the Rio Grande Valley or Deep South Texas.
Mr. Ward founded Gulfmark Energy, Inc. (which became Gambit Energy, Inc.), Gulfmark Resources, Inc. and Blanco Drilling, Inc. in August 2010 together with his father, and served as their President, CEO, CFO and Director. The companies were formed to focus their considerable oil and gas experience on acquisition, exploration, drilling, development, production and sale of natural gas, crude oil, and natural gas liquids, primarily from conventional reservoirs within the State of Texas. Gambit Energy, Inc. acquired several oil & gas leases in Dimmit County Texas for the development of Eagleford Shale utilizing foreign partners to fund the leases and drilling costs in which Gambit Energy, Inc. received a carried interest of 12.50% on the entire project including leases and wells drilled. Gambit Energy, Inc. drilled two Eagleford Shale wells at a cost of $6,000,000 each and on the second well the foreign partners didn’t pay $4,000,000 of the bills owed. Since Gambit Energy, Inc. was the official operator of the wells, all bills were billed to Gambit Energy, Inc. Gambit Energy, Inc. filed a Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court, Western District of Texas on November 26, 2014. Mr. Ward resigned as an officer and director of Gambit Energy, Inc. in December 2014.
Gulfmark Resources, Inc. and Blanco Drilling, Inc. were wholly owned subsidiaries of Gambit Energy, Inc.
From May 2007 through July 2010, Mr. Ward was the President and CEO of Bentley Energy Corporation. Bentley Energy Corporation engaged in distribution of propane in Central and South Texas. Bentley owned and operated various propane distribution companies. Bentley voluntarily filed for reorganization under Chapter 11 of the federal bankruptcy laws. The case was filed in the U.S. Bankruptcy Court, Western District of Texas on January 7, 2010. The court accepted the company's reorganization plan on, or about July 21, 2010 resulting in the Company's sale to J.P. Energy Holdings, LLC. The Bentley bankruptcy petition was necessary in order to provide protection and continuity for its propane delivery to more than 8,000 customers. Bentley financed it business with a bank line of credit. Bentley had planned the line of credit would be converted to a 10-year term loan with a 5-year balloon at maturity one year later. At loan maturity, the bank only offered Bentley a straight 3-year loan term. Bentley's propane business revenue was subject to seasonal fluctuations because it sold the majority of its propane in the winter months. Seasonal revenue fluctuations made it impossible for Bentley to meet bank payment obligations on a three year term loan. Additionally, Bentley's propane suppliers tightened credit and payment terms. This credit squeeze from the bank and suppliers coupled with the unprecedented financial crisis of 2008/2009 precipitated the bankruptcy. While under bankruptcy protection, Mr. Ward was able to sell the business, which operates today under a different name.
Employment Agreements
We have no formal employment agreements with any of our employees, directors, or officers.
Family Relationships
There are no additional family relationships between any of our directors and executive officers.
Involvement in Certain Legal Proceedings
Except as set forth in Mr. Ward’s biography above, none of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:
1. | A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
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| Table of Contents |
2. | Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
3. | Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: |
| i. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity |
| ii. | Engaging in any type of business practice; or |
| iii. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
4. | Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; |
5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| i. | Any Federal or State securities or commodities law or regulation; or |
| ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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| Table of Contents |
8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Compliance with Section 16(a) of the Exchange Act
The Company's common stock was not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") during the fiscal year ended July 31, 2016. Accordingly, officers, directors and principal shareholders were not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act for fiscal year ended July 31, 2016. On August 31, 2016 the Company filed a Form 8-A.
Code of Ethics
We have determined that we anticipate not adopting a code of ethics due to our limited number of executive officers and the fact that we have not commenced any material business operations. We anticipate that we will not adopt a code of ethics until we have commenced material business operations or have increased the number of our executive officers.
Board and Committee Meetings
Our board of directors consisted of two members, Emanuel Oliveira and Eric Davies during the year ended July 31, 2016. The Board held no formal meetings during the year ended July 31, 2016. Until the Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. Mr. Ward was appointed to the Board in August 2016.
Nomination Process
As at July 31, 2016, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
| 25 |
| Table of Contents |
Audit Committee
We do not have an audit committee.
Audit Committee Financial Expert
Our board of directors does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.
Item 11. Executive Compensation.
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officer; |
| (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2016 and |
| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2016. |
who we will collectively refer to as the named executive officers of the Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than the principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.
SUMMARY COMPENSATION TABLE | |||||||||||||||||||||||||||||||||||
Name and Principal Position |
| Year |
|
| Salary |
|
| Bonus |
|
| Stock Awards |
|
| Option Awards |
|
| Non-Equity Incentive Plan Compensation |
|
| Change in Pension Value and Nonqualified Deferred Compensation Earnings |
|
| All Other Compensation |
|
| Total |
| ||||||||
Emanuel Oliveira, |
| 2016 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
President, CEO, CFO, Treasurer |
| 2015 |
|
|
| 430 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric Davies, |
| 2016 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Secretary |
| 2015 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Other than set out below there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
| 26 |
| Table of Contents |
Grants of Plan-Based Awards
There were no grants of plan based awards during the year ended July 31, 2016.
Outstanding Equity Awards at Fiscal Year End
There was no outstanding equity awards at the year ended July 31, 2016.
Option Exercises and Stock Vested
During our Fiscal year ended July 31, 2016, there were no options exercised by our named officer.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
The following table sets forth, as of October 3, 2016, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Title of Class |
| Name of Beneficial Owner(1) |
| Amount and Nature of Beneficial Ownership |
|
| Percent of Class(3) |
| ||
|
|
|
|
|
|
|
|
| ||
Common |
| Michael R. Ward 13707 Bluffgate San Antonio, TX 78216 |
|
| 3,274,000 |
|
|
| 39.3 | % |
|
|
|
|
|
|
|
|
|
|
|
Common |
| Karim Sadru(2) 44120 Hunter Terrace Fremont, CA 94539 |
|
| 1,726,000 |
|
|
| 20.7 | % |
|
|
|
|
|
|
|
|
|
|
|
|
| Emanuel Oliveira 78 Shorncliffe Road, Etobicoke, Ontario, M8Z 5K5 |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Eric Davies 78 Shorncliffe Road, Etobicoke, Ontario, M8Z 5K5 |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
Common |
| Directors and Officers as a Group (3 individuals) |
|
| 3,274,000 |
|
|
| 39.3 | % |
_______________
(1) | The persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company. We have no other promoters. |
| 27 |
| Table of Contents |
(2) | Karim Sadru is the control person of Choice Consulting, LLC, which owns 1,726,000 shares of the Company’s common stock. |
(3) | Based on 8,333,346 shares issued and outstanding as of October 28, 2016. |
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During the year ended July 31, 2016, the Company paid to a company owned by its shareholder for labor service and recorded as cost of goods sold of $6,122 and management fee of $5,759. There is no balance due to this shareholder at July 31, 2016.
Shareholder loan
As at July 31, 2016 there were no shareholder loans outstanding.
Messrs. Oliveira and Davies are founders and therefore may be considered promoters, as that term is defined in Rule 405 of Regulation C. The physical and mailing address for the Company is provided by Mr. Oliveira who is an officer at no cost to the Company.
Director Independence
Our Board of Directors has determined that it does not have a member that is "independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
Item 14. Principal Accounting Fees and Services.
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2016 and 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
| Year Ended July 31, 2016 |
|
| Year Ended July 31, 2015 |
| ||
Audit Fees (1) |
| $ | 14,000 |
|
| $ | 4,990 |
|
Audit Related Fees (2) |
|
| 0 |
|
|
| 0 |
|
Tax Fees (3) |
|
| 2,125 |
|
|
| 1,300 |
|
All Other Fees (4) |
|
| 0 |
|
|
| 0 |
|
Total |
| $ | 16,125 |
|
| $ | 6,290 |
|
___________
(1) | Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements. |
(2) | Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under "Audit fees." |
(3) | Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice. |
(4) | All other fees consist of fees billed for all other services. |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.
| 28 |
| Table of Contents |
Item 15. Exhibits, Financial Statement Schedules.
Exhibits
In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
| · | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| · | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| · | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
| · | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
The following exhibits are included as part of this report:
Exhibit Number | Exhibit Description | |
| ||
| ||
| Rule 1350 Certification of Principal Executive Officer and Principal Financial Officer | |
| ||
101.INS** |
| XBRL Instance Document. |
| ||
101.SCH** |
| XBRL Taxonomy Extension Schema Document. |
| ||
101.CAL** |
| XBRL Taxonomy Extension Calculation Linkbase Document. |
| ||
101.DEF** |
| XBRL Taxonomy Extension Definition Linkbase Document. |
| ||
101.LAB** |
| XBRL Taxonomy Extension Label Linkbase Document. |
| ||
101.PRE** |
| XBRL Taxonomy Extension Presentation Linkbase Document. |
| ||
___________ * Filed herewith. ** Furnished herewith. | ||
| 29 |
| Table of Contents |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| BRIDGEWATER PLATFORMS INC. | ||
| (Registrant) | ||
| |||
Dated: October 31, 2016 | /s/ Emanuel Oliveira | ||
| Emanuel Oliveira | ||
| President (principal executive officer), Chief Financial Officer (principal accounting officer), Treasurer and Member of the Board of Directors |
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.
Dated: October 31, 2016 | /s/ Emanuel Oliveira | ||
| Emanuel Oliveira | ||
| President (principal executive officer), Chief Financial Officer (principal accounting officer), Treasurer and Member of the Board of Directors |
Dated: October 31, 2016 | /s/ Eric Davies | ||
| Eric Davies | ||
| Secretary and Member of the Board of Directors |
Dated: October 31, 2016 | /s/ Michael Ward | ||
| Michael Ward | ||
| Member of the Board of Directors |
30 |
EXHIBIT 31.1
CERTIFICATION
I, Emanuel Oliveira, President and Chief Financial Officer of BRIDGEWATER PLATFORMS INC., certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of BRIDGEWATER PLATFORMS INC.; |
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; |
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
| c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
|
|
|
| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and |
|
|
|
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: October 31, 2016
/s/ Emanuel Oliveira
Emanuel Oliveira
President and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BRIDGEWATER PLATFORMS INC. (the "Company") on Form 10-K for the period ended July 31, 2016 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: October 31, 2016
/s/ Emanuel Oliveira
Emanuel Oliveira
President and Chief Financial Officer
Document and Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jul. 31, 2016 |
Oct. 26, 2016 |
Jan. 31, 2016 |
|
| Document And Entity Information [Abstract] | |||
| Entity Registrant Name | BRIDGEWATER PLATFORMS INC. | ||
| Entity Central Index Key | 0001623360 | ||
| Trading Symbol | bwpi | ||
| Entity Current Reporting Status | Yes | ||
| Entity Voluntary Filers | No | ||
| Current Fiscal Year End Date | --07-31 | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Common Stock, Shares Outstanding | 8,333,346 | ||
| Entity Public Float | $ 0 | ||
| Document Type | 10-K | ||
| Document Period End Date | Jul. 31, 2016 | ||
| Amendment Flag | false | ||
| Document Fiscal Year Focus | 2016 | ||
| Document Fiscal Period Focus | FY |
Consolidated Balance Sheets - USD ($) |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Current Assets | ||
| Cash and cash equivalents | $ 3,587 | $ 26,253 |
| Accounts receivable | 1,760 | |
| Total Current Assets | 5,347 | 26,253 |
| TOTAL ASSETS | 5,347 | 26,253 |
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 18,765 | 2,050 |
| Tax payable | 10,000 | |
| TOTAL LIABILITIES | 18,765 | 12,050 |
| STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Common stock, par value $0.001, 75,000,000 shares authorized, 8,333,346 shares issued and outstanding | 8,333 | 8,333 |
| Additional paid-in capital | 63,237 | 63,237 |
| Accumulated deficit | (83,590) | (56,537) |
| Accumulated other comprehensive loss | (1,398) | (830) |
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (13,418) | 14,203 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 5,347 | $ 26,253 |
Consolidated Balance Sheets (Parentheticals) - $ / shares |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 75,000,000 | 75,000,000 |
| Common stock, shares issued | 8,333,346 | 8,333,346 |
| Common stock, shares outstanding | 8,333,346 | 8,333,346 |
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Income Statement [Abstract] | ||
| REVENUES | $ 28,560 | $ 15,835 |
| COST OF GOODS SOLD | 24,335 | 9,107 |
| GROSS PROFIT | 4,225 | 6,728 |
| OPERATING EXPENSES | ||
| General and administrative expenses | 12,411 | 14,197 |
| Professional fees | 27,800 | 34,702 |
| Total Operating Expenses | 40,211 | 48,899 |
| OTHER EXPENSES | ||
| Other expenses | (10,000) | |
| LOSS BEFORE INCOME TAXES | (35,986) | (52,171) |
| Income tax recovery | 10,000 | |
| Income tax expense | (1,067) | |
| NET LOSS | (27,053) | (52,171) |
| OTHER COMPREHENSIVE LOSS | ||
| Foreign currency translation adjustments | (568) | (830) |
| TOTAL COMPREHENSIVE LOSS | $ (27,621) | $ (53,001) |
| Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.00) | $ (0.01) |
| Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 8,333,346 | 5,465,757 |
Statements of Stockholders' Equity (Deficit) (Unaudited) (Parentheticals) |
Jul. 31, 2015
$ / shares
|
|---|---|
| Statement of Stockholders' Equity [Abstract] | |
| Common shares issued price per share | $ 0.002 |
| Common shares issued price per share | $ 0.015 |
Consolidated Statement of Cash Flows (Unaudited) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | $ (27,053) | $ (52,171) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Contributed services | 11,570 | |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (1,760) | |
| Other payable | 10,000 | |
| Accounts payable and accrued liabilities | 16,715 | (2,241) |
| Tax payable | (10,000) | |
| Net cash used in operating activities | (22,098) | (32,842) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Issuance of common stock for cash | 55,000 | |
| Net cash provided by financing activities | 55,000 | |
| Effects on changes in foreign exchange rate | (568) | (830) |
| Net increase (decrease) in cash and cash equivalents | (22,666) | 21,328 |
| Cash and cash equivalents - beginning of period | 26,253 | 4,925 |
| Cash and cash equivalents - end of period | 3,587 | 26,253 |
| Supplemental Cash Flow Disclosures | ||
| Cash paid for interest | ||
| Cash paid for income taxes | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Organization And Description Of Business [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Bridgewater Platforms Inc. (the "Company") is a Nevada corporation incorporated on May 6, 2014. It is based in Las Vegas, NV, USA, and the Company's fiscal year end is July 31.
On May 20, 2014, the Company incorporated its wholly owned Canadian subsidiary, Bridgewater Construction Ltd. in Etobicoke, Ontario.
The Company intends to develop a modular pool-covering system to install a secure platform each Fall that can be walked on and used for whatever purpose the homeowner desires. Each platform will be custom-made from sturdy recycled materials, and when not in use, the company will come back each spring, dissemble, and store the platform at its own secure facility. To date, the Company's activities have been limited to provide formation activities, construction service to local residents, and the raising of equity capital.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | ||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.
Basis of Consolidation
These financial statements include the accounts of the Company and its wholly-owned subsidiary, Bridgewater Construction Ltd., All material intercompany balances and transactions have been eliminated.
Foreign Currency Translation and Re-measurement
The Company's functional and reporting currency is the U.S. dollar. The Company's subsidiary's functional currency is the Canadian dollar. All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders' equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.
For foreign currency transactions, the Company translates these amounts to the Company's functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. A total of $568 other comprehensive losses were recorded during the year ended July 31, 2016 and $830 in other comprehensive losses for the year ended July 31, 2015. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,587 and $26,253 cash at July 31, 2016 and 2015, respectively.
Accounts Receivable
The Company's accounts receivable consists of trade receivables from customers. The Company evaluates the collectability of its accounts receivable on an on-going basis and write off the amount when it is considered to be uncollectible. The Company does not have allowance for doubtful accounts. As of July 31, 2016 and 2015, the Company had $1,760 and $0 in accounts receivable, respectively.
Financial Instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company evaluates the collectability of its accounts receivable on an on-going basis and request deposits whenever it is necessary. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Revenue Recognition
The Company will recognize revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition." The Company will recognize revenue only when all of the following criteria have been met:
Share-based Expenses
ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were no share-based expenses for the period ended July 31, 2016 and 2015.
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740 "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, 2016 and 2015.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. Related Parties
The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions.
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of July 31, 2016.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
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GOING CONCERN |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Going Concern [Abstract] | |
| GOING CONCERN | NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
|
EQUITY |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Equity [Abstract] | |
| EQUITY | NOTE 4 - EQUITY
Authorized Stock
The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Common Shares
On May 6, 2014, the Company issued 2,500,000 common shares to an officer and director at $0.002 per share for $5,000 cash.
On September 26, 2014, the Company issued 2,500,000 common shares to an officer and director at $0.002 per share for $5,000 cash.
On April 30, 2015, the Company issued 3,333,346 common shares to 29 unaffiliated investors at $0.015 per share for $50,000 through the Company’s initial public offering. The Company's initial public offering was closed on June 8, 2015 and no additional funds will be raised from this initial offering.
The Company has 8,333,346 common stock, $0.001 par value, issued and outstanding. |
PROVISION FOR INCOME TAXES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROVISION FOR INCOME TAXES | NOTE 5 - PROVISION FOR INCOME TAXES
The Company provides for income taxes under ASC 740, "Income Taxes”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Certain tax attributes are subject to an annual limitation as a result of the acquisition of our subsidiaries, which constitute a change of ownership as defined under Internal Revenue Code Section 382.
The Company is subject to taxation in the United States and certain state jurisdictions.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:
Net deferred tax assets consist of the following components as of:
Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $73,000, which expire commencing in fiscal 2032, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.
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RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended July 31, 2016, the Company paid to a company owned by its shareholder for labor service and recorded as cost of goods sold of $6,122 and management fee of $5,759. There is no balance due to this shareholder at July 31, 2016. The company's administrative address is, 78 Shorncliffe Road, Etobicoke, Ontario, Canada M8Z 5K5. The telephone number is 416-659-8907. The space is being provided by management on a rent free basis. We have no intention of finding, in the near future, another office space to rent during the development stage of the company.
|
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company has no commitments or contingencies as of July 31, 2016 and 2015.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2016 | |||||||||||||
| Accounting Policies [Abstract] | |||||||||||||
| Basis of Presentation | Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. |
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| Basis of Consolidation | Basis of Consolidation
These financial statements include the accounts of the Company and its wholly-owned subsidiary, Bridgewater Construction Ltd., All material intercompany balances and transactions have been eliminated.
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| Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement
The Company's functional and reporting currency is the U.S. dollar. The Company's subsidiary's functional currency is the Canadian dollar. All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders' equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.
For foreign currency transactions, the Company translates these amounts to the Company's functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. A total of $568 other comprehensive losses were recorded during the year ended July 31, 2016 and $830 in other comprehensive losses for the year ended July 31, 2015.
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,587 and $26,253 cash at July 31, 2016 and 2015, respectively.
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| Accounts receivable | Accounts Receivable
The Company's accounts receivable consists of trade receivables from customers. The Company evaluates the collectability of its accounts receivable on an on-going basis and write off the amount when it is considered to be uncollectible. The Company does not have allowance for doubtful accounts. As of July 31, 2016 and 2015, the Company had $1,760 and $0 in accounts receivable, respectively.
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| Financial Instruments | Financial Instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
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| Concentrations of Credit Risk | Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company evaluates the collectability of its accounts receivable on an on-going basis and request deposits whenever it is necessary. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. |
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| Revenue Recognition | Revenue Recognition
The Company will recognize revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition." The Company will recognize revenue only when all of the following criteria have been met:
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| Share-based Expenses | Share-based Expenses
ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were no share-based expenses for the period ended July 31, 2016 and 2015.
|
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| Deferred Income Taxes and Valuation Allowance | Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740 "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, 2016 and 2015.
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| Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
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| Related Parties | Related Parties
The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions.
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| Commitments and Contingencies | Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of July 31, 2016.
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| Reclassifications | Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
|
PROVISION FOR INCOME TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of provision for income taxes |
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| Schedule of components of net deferred tax assets |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
Jul. 31, 2014 |
|
| Accounting Policies [Abstract] | |||
| Other comprehensive losses | $ (568) | $ (830) | |
| Cash and cash equivalents | 3,587 | $ 26,253 | $ 4,925 |
| Accounts receivable | $ 1,760 | ||
EQUITY (Detail Textuals) |
1 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
May 06, 2014
USD ($)
$ / shares
shares
|
Apr. 30, 2015
USD ($)
Unaffiliated_Investors
$ / shares
shares
|
Sep. 26, 2014
USD ($)
$ / shares
shares
|
Jul. 31, 2016
$ / shares
shares
|
Jul. 31, 2015
USD ($)
$ / shares
shares
|
|
| Equity [Line Items] | |||||
| Shares Issued, Price Per Share | $ / shares | $ 0.002 | ||||
| Stock Issued During Period Value For Cash | $ | $ 5,000 | ||||
| Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | |||
| Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
| Common stock, voting rights | one vote | ||||
| Common stock, shares issued | 8,333,346 | 8,333,346 | |||
| Common stock, shares outstanding | 8,333,346 | 8,333,346 | |||
| Officer And Director | |||||
| Equity [Line Items] | |||||
| Number Of Unaffiliated Investor | Unaffiliated_Investors | 29 | ||||
| Shares Issued, Price Per Share | $ / shares | $ 0.002 | $ 0.015 | $ 0.002 | ||
| Stock Issued During Period Value For Cash | $ | $ 5,000 | $ 50,000 | $ 5,000 | ||
| Stock Issued During Period Shares For Cash | 2,500,000 | 3,333,346 | 250,000 | ||
PROVISION FOR INCOME TAXES (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Income Tax Disclosure [Abstract] | ||
| Income tax expense at statutory rate | $ (9,198) | $ (14,339) |
| Valuation allowance | 9,198 | 14,339 |
| Income tax expense | ||
PROVISION FOR INCOME TAXES (Details 1) - USD ($) |
Jul. 31, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| NOL Carryover | $ 25,021 | $ 15,823 |
| Valuation allowance | (25,021) | (15,823) |
| Net deferred tax asset |
PROVISION FOR INCOME TAXES (Detail Textuals) - USD ($) |
12 Months Ended | |
|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Income Tax Disclosure [Abstract] | ||
| Statutory federal income tax rate | 34.00% | 34.00% |
| Net operating loss carry forwards | $ 73,000 | |
RELATED PARTY TRANSACTIONS (Detail Textuals) |
12 Months Ended |
|---|---|
|
Jul. 31, 2016
USD ($)
| |
| Related Party Transactions [Abstract] | |
| Amount paid to shareholders for labor service | $ 6,122 |
| Management fee | $ 5,759 |