UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended January 31, 2016

 

 

[  ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the transition period from __________ to __________

 

 

 

Commission File Number: 333-196921

 

Oaxaca Resources Corp.

(Exact name of registrant as specified in its charter)

 

Nevada

36-4752858

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

 

1551 Johnston Street Suite 201, Vancouver, B.C., V6H 3R9

(Address of principal executive offices)

 

(800) 790-6899

(Registrant’s telephone number)

 

_________________________________________________________

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

 

Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,520,000 common shares as of March 9, 2016.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]






TABLE OF CONTENTS


 

Page

 

 

PART I - FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

3

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

4

Item 3. Quantitative and Qualitative Disclosures about Market Risk

6

Item 4. Controls and Procedures

6

 

 

PART II - OTHER INFORMATION

 

 

Item 1. Legal Proceedings

7

Item 1A: Risk Factors

7

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

7

Item 3. Defaults upon Senior Securities

7

Item 4. Mine Safety Disclosures

7

Item 5. Other Information

7

Item 6. Exhibits

7

 

 

SIGNATURES

8
































2



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 

Our consolidated financial statements included in this Form 10-Q are as follows:

 

F-1

Consolidated Balance Sheets as of January 31, 2016 (unaudited) and April 30, 2015;

F-2

Consolidated Statements of Operations for the three and Nine months ended January 31, 2016 (unaudited);

F-3

Consolidated Statements of Cash Flows for the nine months ended January 31, 2016 (unaudited);

F-4

Notes to Consolidated Financial Statements (unaudited).

 

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2016 are not necessarily indicative of the results that can be expected for the full year.





































3



OAXACA RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


 

January 31,

April 30,

 

2016

2015

 

 

 

ASSETS

 

 

 

 

 

Current

 

 

  Cash

$

85

$

58

  Prepaid expenses

 

-

 

250

 

 

 

 

 

Total current assets

 

85

 

308

 

 

 

 

 

Total assets

$

85

$

308

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

  Accounts payable and accrued liabilities

$

30,232

$

3,789

Total current liabilities

 

30,232

 

3,789

 

 

 

 

 

Long term liabilities

 

 

 

 

  Accrued interest- related parties - Note 3

 

3,004

 

1,479

  Accrued interest - Note 4

 

58

 

-

  Due to related parties- Note 3

 

34,600

 

27,000

  Note payable - Note 4

 

3,600

 

-

Total long term liabilities

 

41,262

 

28,479

 

 

 

 

 

Total liabilities

 

71,494

 

32,268

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value

 

 

 

 

  10,000,000 shares authorized, none outstanding,

  as of January 31, 2016 and April 30, 2015, respectively

 

-

 

-

Common stock, $0.001 par value - Notes 3 and 5

 

 

 

 

  90,000,000 shares authorized, 2,520,000 and 3,000,000

  shares issued and outstanding, as of January 31, 2016

  and April 30, 2015, respectively

 

2,520

 

3,000

Additional paid in capital

 

19,980

 

19,500

Accumulated deficit

 

(93,909)

 

(54,460)

 

 

 

 

 

Total stockholders’ deficit

 

(71,409)

 

(31,960)

 

 

 

 

 

Total liabilities & stockholders’ deficit

$

85

$

308





SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



F-1



OAXACA RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



 

Three Months Ended

 

Nine Months Ended

 

January 31

 

January 31

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

  Audit and accounting fees

$

2,840

 

$

3,037

 

$

13,070

 

$

12,590

  Bank charges

 

35

 

 

36

 

 

111

 

 

362

  Consulting fees

 

-

 

 

-

 

 

-

 

 

12,050

  Foreign exchange

 

-

 

 

24

 

 

3

 

 

27

  Legal fees

 

7,399

 

 

719

 

 

21,637

 

 

9,701

  Office expenses

 

-

 

 

750

 

 

500

 

 

2,250

  Mineral property - exploration costs

 

-

 

 

-

 

 

-

 

 

2,000

  Transfer and filing fees

 

485

 

 

550

 

 

2,545

 

 

4,583

 

 

 

 

 

 

 

 

 

 

 

 

Total operating loss

 

(10,759)

 

 

(5,116)

 

 

(37,866)

 

 

(43,563)

 

 

 

 

 

 

 

 

 

 

 

 

  Interest expense - Notes 3 and 4

 

(602)

 

 

(418)

 

 

(1,583)

 

 

(1,083)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(11,361)

 

$

(5,534)

 

$

(39,449)

 

$

(44,646)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common

  share

$

(0.00)

 

$

(0.00)

 

$

(0.02)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common

  shares outstanding - basic and diluted

 

2,520,000

 

 

3,000,000

 

 

2,542,609

 

 

2,447,826






















SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



F-2



OAXACA RESOURCES CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)



 

Nine Months Ended

 

January 31

 

2016

 

2015

 

 

 

 

Cash flows used in operating activities

 

 

 

  Net loss

$

(39,449)

 

$

(44,646)

  Adjustments to reconcile net loss to net cash used

    in operating activities

 

 

 

 

 

  Changes in operating assets and liabilities:

 

 

 

 

 

    Prepaid expenses

 

250

 

 

(250)

    Accounts payable and accrued liabilities

 

26,443

 

 

(1,191)

    Accrued interest - related party

 

1,525

 

 

1,083

    Accrued interest

 

58

 

 

-

 

 

 

 

 

 

Net cash used in operating activities

 

(11,173)

 

 

(45,004)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

  Acquisition of mineral property option

 

-

 

 

(1,150)

 

 

 

 

 

 

Net cash used in investing activities

 

-

 

 

(1,150)

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

  Capital stock issued

 

-

 

 

9,000

  Proceeds from due to related party notes

 

7,600

 

 

5,000

  Proceeds from note payable

 

3,600

 

 

-

 

 

 

 

 

 

Net cash provided by financing activities

 

11,200

 

 

14,000

 

 

 

 

 

 

Increase (Decrease) in cash during the period

 

27

 

 

(32,154)

 

 

 

 

 

 

Cash, beginning of the period

 

58

 

 

35,453

 

 

 

 

 

 

Cash, end of the period

$

85

 

$

3,299

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

  Interest and taxes paid in cash

$

-

 

$

-

 

 

 

 

 

 

Non-cash financing and investing activities

 

 

 

 

 

  Reallocation from Capital stock to Additional paid in capital

    upon the return to treasury of 480,000 shares of common

    stock for $nil consideration.

$

480

 

$

-






SEE ACCOMPANYING NOTES THAT ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



F-3



OAXACA RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2016

(Unaudited)


Note 1

Basis of Presentation


While the information presented in the accompanying consolidated financial statements for the three and nine months ended January 31, 2016 and 2015 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the years ended April 30, 2015 and 2014 included in the Company’s Form 10K.


Operating results for the three and nine months ended January 31, 2016 are not necessarily indicative of the results that can be expected for the year ending April 30, 2016.


Note 2

Nature of Operations and Ability to Continue as a Going Concern


The Company was incorporated in the state of Nevada, United States of America on April 9, 2014. The Company was formed for the purpose of acquiring and developing mineral properties.  The Company’s year-end is April 30.


These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has yet to achieve profitable operations, has an accumulated deficit of $93,909 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.


Note 3

Related Party Transactions


Management considers all Directors, Officers and persons with a significant influence over the operations of the Company to be related parties.


On April 28, 2014, the Company President loaned $22,000 to the Company and the Company issued a promissory note in the amount of $22,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018. During the three and nine month periods ended January 31, 2016 the Company charged interest expense of $333 and $998 respectively (three and nine months ended January 31, 2015 - $342 and $1,005) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $2,326 (April 30, 2015 - $1,328).




F-4



OAXACA RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2016

(Unaudited)



Note 3

Related Party Transactions (continued)


On October 28, 2014, the Company President loaned $5,000 to the Company and the Company issued a promissory note in the amount of $5,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $76 and $227 respectively (three and nine month periods ended January 31, 2015 - $76 respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $378 (April 30, 2015 - $151).


On May 15, 2015, the President and Chief Executive Officer returned 480,000 shares of common stock back to the Company, which were subsequently cancelled for $nil consideration.


On June 8, 2015, the President of the Company resigned all his Corporate Offices and Mike Gilliland the President of Autohouse Technologies Inc. (“Autohouse”) was appointed President, Chief Executive Officer, Secretary and Chief Financial Officer of the Company.


On June 2, 2015, AutoHouse, a Company with a common Director loaned $6,000 to the Company and the Company issued a promissory note in the amount of $6,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $116 and $240 respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $240 (April 30, 2015 - $nil).


On June 8, 2015, AutoHouse loaned $1,500 to the Company and the Company issued a promissory note in the amount of $1,500.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $22 and $58 respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $58 (April 30, 2015 - $nil).


On September 11, 2015, AutoHouse loaned $100 to the Company and the Company issued a promissory note in the amount of $100.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2015, the Company charged interest expense of $1 and $2 respectively (three and nine month periods ended January31 , 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $2 (April 30, 2015 - $nil).


Note 4

Note payable


On October 25, 2015, a shareholder, with less 5% of equity interest, loaned $3,600 to the Company and the Company issued a promissory note in the amount of $3,600.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $54 and $58, respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January31, 2016 was $58 (April 30, 2015 - $nil).







F-5


OAXACA RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2016

(Unaudited)



Note 5

Capital Stock


The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of January 31, 2016, the Company had 2,520,000 shares of common stock and zero preferred stock outstanding.


On May 15, 2015, the President and Chief Executive Officer returned 480,000 shares of common stock back to treasury of the Company for $nil consideration.  The Company has recorded a reduction to common stock of $480 and an increase in additional paid in capital as a result of this transaction.


Note 6

Subsequent Events


On February 10, 2016, a shareholder, with less 5% of equity interest, loaned $2,500 to the Company and the Company issued a promissory note in the amount of $2,500. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.






































F-6

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

We are a mineral exploration company. We were incorporated in Nevada on April 9, 2014.  On May 8, 2014, we incorporated a wholly-owned subsidiary, ORC Exploration LLC in the state of Nevada, for the purposes of mineral exploration. On May 20, 2014, our consulting geologist introduced us to an attractive mineral property. We acquired an option on that property whereupon we can acquire 100% legal and beneficial ownership interest in the Elizabeth mineral claim (hereafter the “Mineral Claim”). The Mineral Claim is located in the Ominica Mining District located in the central part of the Province of British Columbia, Canada. It is located on provincial lands administered by the Province of British Columbia.  The legal and ownership rights on the claim are limited to the exploration and extraction of mineral deposits subject to applicable regulations.  The Mineral Claim totals roughly 1,300 acres or 2.03 square miles in size and is located approximately 59 miles northeast of the community of Fort St. James, British Columbia.

 

We have no proven or probable reserves of commercially viable mineral deposits on our Mineral Claim. Our ongoing exploration activities may include numerous costly exploration phases and we may never find commercially viable mineral deposits on our Mineral Claim. If we were to locate sizable mineral deposits on our Mineral Claim, we would commission an economic feasibility study prior to our development of the mineral deposit. The development of a viable mineral deposit could cost millions of dollars.

 

The Mineral Claim comprises a rectangular shaped block of land of approximately 1.5 miles long by 1.3 miles wide and is located along the Pinchi Fault Zone. Historic exploration work shows that the claims are located within an area that has potential for copper mineralization.

 

Our business plan at this time is uncertain as we have limited funds to pursue our original plan to proceed with the exploration of our Mineral Claim to determine whether there are commercially exploitable reserves of minerals.  We are thus currently exploring other possible business plans, and expect that we will proceed on whichever plan we find that is commercially viable.  

 

Our initial mining exploration program, which was originally scheduled for the second quarter of the fiscal year ending April 15, 2015, has therefore been delayed until funds are available to proceed.


We have not identified commercially exploitable reserves of minerals on our Mineral Claim to date.  There is no assurance that commercially viable minerals quantities exist on our Mineral Claim.








4



Results of Operations for the three and nine months ended January 31, 2016.


We have not earned any revenues during the three and nine month periods ended January 31, 2016. We incurred expenses and a net loss in the amount of $11,361 during the three months ended January 31, 2016. Our expenses consisted of audit and accounting fees of $2,840, bank charges of $35, legal fees of $7,399, transfer and filing fees of $485, and interest expense of $602.  In comparison, we incurred expenses and a net loss in the amount of $5,534 for the three months ended January31, 2015. Our expenses for that three month period consisted of audit and accounting fees of $3,037, bank charges of $36, a $24 loss on foreign exchange, legal fees of $719, office expenses of $750, transfer and filing fees of $550, and interest expense of $418.


During the nine months ended January 31, 2016, we incurred expenses and a net loss in the amount of $39,449. Our expenses during the quarter consisted of audit and accounting fees of $13,070, bank charges of $111, a $3 loss on foreign exchange, legal fees of $21,637, office expenses of $500, transfer and filing fees of $2,545, and interest expense of $1,583. By comparison, we incurred expenses and a net loss in the amount of $44,646 for the nine months ended January 31, 2015. Our expenses consisted of audit and accounting fees of $12,590, bank charges of $362,  consulting fees of $12,050,a $27 loss on foreign exchange, legal fees of $9,701, office expenses of $2,250, mineral property exploration costs of $2,000, transfer and filing fees of $4,583, and interest expense of $1,083.


Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate that our exploration expenses will increase if we undertake our initial exploration plan for the Mineral Claim.  


On May 15, 2015, our former President and Chief Executive Officer, Mr. Jose Montes returned 480,000 shares of common stock back to treasury of the Company. On June 8, 2015, Mr. Montes resigned all his Corporate Offices and Mike Gilliland the President of Autohouse Technologies Inc. (“Autohouse”) was appointed President, Chief Executive Officer, Secretary and Chief Financial Officer of the Company.


Liquidity and Capital Resources

 

As of January 31, 2016, we had total current assets of $85, consisting of cash in the amount of $85 and prepaid expenses of $0. We had current liabilities of $30,232 as of January 31, 2016.  Accordingly, we had working capital deficit of $30,147 as of January 31, 2016.


On June 2, 2015, June 8, 2015 and September 11, 2015 respectively, we received three loans, one for $6,000, one for $1,500 and one for $100 from AutoHouse Technologies Inc., a Company with a common director.  In exchange, we issued AutoHouse three promissory notes in the amount of each loan.  The promissory notes are unsecured, bear interest at a rate of 6% per annum, and mature on December 31, 2018.  During the three and nine months ended January 31, 2016, there was an interest expense of $139 and $300 respectively charged pursuant to these combined notes payable.  Total accrued interest on these notes combined as of January 31, 2016 was $300 (April 31, 2015 - $nil).


On October 25, 2015, a shareholder, with less 5% of equity interest, loaned $3,600 to the Company and the Company issued a promissory note in the amount of $3,600.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $54 and $58, respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January31, 2016 was $58 (April 30, 2015 - $nil).


As a subsequent event on February 10, 2016, a shareholder, with less 5% of equity interest, loaned $2,500 to the Company and the Company issued a promissory note in the amount of $2,500. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.


We currently have no means to cover future expenses beyond our existing capital and thus have suspended all mining operations. Consequently we will have to raise more money to complete our initial exploration program as well as pay for future expenses.    





5



Beyond the current fiscal year, we will also require significant additional capital in order to conduct additional phases of exploration on the Mineral Claim and, if warranted by the geological results, to undertake commercial mineral production on our mineral claims following completion of exploration activities.  We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.


Going Concern

 

As discussed in the notes to our unaudited consolidated financial statements, we have no established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

 

Our activities to date have been supported by equity financing.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.


Off Balance Sheet Arrangements

 

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


Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

 

Recently Issued Accounting Pronouncements

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

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

 

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2016 This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Michael Gilliland. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2016, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2016.

 

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.




6



Limitations on the Effectiveness of Internal Controls

 

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

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A: Risk Factors

 

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

 

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

 

None.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures


Not applicable.

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number

Description of Exhibit

 

 

10.1

Promissory Note in the amount of $2,500 due December 31, 2018

31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 




7

SIGNATURES

 

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

 

 

Oaxaca Resources Corp.

 

 

Date:

March 9, 2016

 

 

By:

/s/ Michael Gilliland

Michael Gilliland

Title:

Chief Executive Officer and Director











































8






PROMISSORY NOTE



 February 10, 2016


FOR VALUE RECEIVED, Oaxaca Resources Corp., a Nevada Corporation, promises to pay John Edward Cooper, on or before December 31, 2018, the amount of Two Thousand Five Hundred Dollars ($2,500.00) in the currency of the United States, plus simple interest on the principal amount of this Promissory Note accrued at a rate of 6% per annum.



Time shall be the essence of this Promissory Note.


This Promissory Note shall be governed by and constituted in accordance with the laws of the State of Nevada.



OAXACA RESOURCES CORP.



Per  /s/ Michael Gilliland

     Michael Gilliland, Pres., CEO, CFO





















CERTIFICATIONS


I, Mike Gilliland, certify that;


1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2016 of Oaxaca Resources Corp.;


2.

Based on my knowledge, this report does not contain any untrue statement of a 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 this 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.

The registrant’s other certifying officer and I are 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 controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and


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.

The registrant’s other certifying officer and I have disclosed, based on our 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: March 9, 2016

 

/s/ Mike Gilliland

By: Mike Gilliland

Title: Chief Executive Officer






CERTIFICATIONS


I, Mike Gilliland, certify that;


1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2016 of Oaxaca Resources Corp.;


2.

Based on my knowledge, this report does not contain any untrue statement of a 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 this 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.

The registrant’s other certifying officer and I are 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 controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and


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.

The registrant’s other certifying officer and I have disclosed, based on our 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: March 9, 2016

 

/s/ Mike Gilliland

By: Mike Gilliland

Title: Chief Financial Officer






CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the quarterly report of Oaxaca Resources Corp. (the “Company”) on Form 10-Q for the quarter ended January 31, 2016 filed with the Securities and Exchange Commission (the “Report”), I, Mike Gilliland, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


2.

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.


By:

/s/ Mike Gilliland

Name:

Mike Gilliland

Title:

Principal Executive Officer,

Principal Financial Officer and Director

Date:

March 9, 2016


This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.












v3.3.1.900
Document and Entity Information
 9 Months Ended
Jan. 31, 2016
shares
Document and Entity Information  
Entity Registrant Name Oaxaca Resources Corp
Document Type 10-Q
Document Period End Date Jan. 31, 2016
Amendment Flag false
Entity Central Index Key 0001606364
Current Fiscal Year End Date --04-30
Entity Common Stock, Shares Outstanding 2,520,000
Entity Filer Category Smaller Reporting Company
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Well-known Seasoned Issuer No
Document Fiscal Year Focus 2016
Document Fiscal Period Focus Q3
Trading Symbol oaxrc


v3.3.1.900
Consolidated Balance Sheets - USD ($)
Jan. 31, 2016
Apr. 30, 2015
Current assets    
Cash $ 85 $ 58
Prepaid expenses   250
Total current assets 85 308
Total assets 85 308
Current liabilities    
Accounts payable and accrued liabilities 30,232 3,789
Total current liabilities 30,232 3,789
Long term liabilities    
Accrued interest - related party 3,004 1,479
Accrued interest 58  
Due to related party 34,600 27,000
Note payable 3,600  
Total long term liabilities 41,262 28,479
Total liabilities $ 71,494 $ 32,268
Stockholders' equity    
Preferred stock value
Common stock value $ 2,520 $ 3,000
Additional paid-in capital 19,980 19,500
Accumulated deficit (93,909) (54,460)
Total stockholders' equity (71,409) (31,960)
Total liabilities and stockholders' equity $ 85 $ 308


v3.3.1.900
Balance Sheets (Parenthetical) - $ / shares
Jan. 31, 2016
Apr. 30, 2015
Balance Sheet    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 90,000,000 90,000,000
Common stock, shares issued 2,520,000 3,000,000
Common stock, shares outstanding 2,520,000 3,000,000


v3.3.1.900
Consolidated Statement of Operations - USD ($)
 3 Months Ended 9 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
Income Statement        
Revenue
Expenses        
Audit and accounting fees $ 2,840 $ 3,037 $ 13,070 $ 12,590
Bank charges 35 36 111 362
Consulting fees       12,050
Foreign exchange   24 3 27
Legal fees 7,399 719 21,637 9,701
Office expenses   750 500 2,250
Mineral property - exploration costs       2,000
Transfer and filing fees 485 550 2,545 4,583
Operating loss (10,759) (5,116) (37,866) (43,563)
Interest expense 602 418 1,583 1,083
Net loss $ (11,361) $ (5,534) $ (39,449) $ (44,646)
Net loss per share - basic $ 0 $ 0 $ (0.02) $ (0.02)
Weighted average number of shares outstanding - basic 2,520,000 3,000,000 2,542,609 2,447,826


v3.3.1.900
Consolidated Statement of Cash Flows - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
Apr. 30, 2015
Cash flows from operating activities          
Net loss $ (11,361) $ (5,534) $ (39,449) $ (44,646)  
Change in operating assets and liabilities          
(Increase) decrease in prepaid expenses     250 (250)  
Increase (decrease) in accounts payable and accrued liabilities     26,443 (1,191)  
Increase (decrease) in accrued interest, related party     1,525 1,083  
Increase (decrease) in accrued interest     58    
Net cash used in operating activities     (11,173) (45,004)  
Cash flows from investing activities          
Acquisition of mineral property option       1,150  
Net cash used by investing activities       (1,150)  
Cash flows from financing activities          
Proceeds from capital stock issued       9,000  
Proceeds from related party notes     7,600 5,000  
Proceeds from note payable     3,600    
Net cash provided by financing activities     11,200 14,000  
Net increase (decrease) in cash     27 (32,154)  
Cash, beginning of period     58 35,453 $ 35,453
Cash, end of period $ 85 $ 3,299 $ 85 $ 3,299 $ 58
Supplemental disclosures of cash flow information:          
Cash paid for Interest      
Cash paid for Income tax      
Non-cash financing and investing activities:          
Increase in additional paid in capital     $ 480    


v3.3.1.900
Basis of Presentation
 9 Months Ended
Jan. 31, 2016
Notes  
Basis of Presentation

Note 1  Basis of Presentation

 

While the information presented in the accompanying consolidated financial statements for the three and nine months ended January 31, 2016 and 2015 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the years ended April 30, 2015 and 2014 included in the Company’s Form 10K.

 

Operating results for the three and nine months ended January 31, 2016 are not necessarily indicative of the results that can be expected for the year ending April 30, 2016.


v3.3.1.900
Nature of Operations and Ability To Continue As A Going Concern
 9 Months Ended
Jan. 31, 2016
Notes  
Nature of Operations and Ability To Continue As A Going Concern

Note 2  Nature of Operations and Ability to Continue as a Going Concern

 

The Company was incorporated in the state of Nevada, United States of America on April 9, 2014. The Company was formed for the purpose of acquiring and developing mineral properties.  The Company’s year-end is April 30.

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has yet to achieve profitable operations, has an accumulated deficit of $93,909 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.


v3.3.1.900
Related Party Transactions
 9 Months Ended
Jan. 31, 2016
Notes  
Related Party Transactions

Note 3  Related Party Transactions

 

Management considers all Directors, Officers and persons with a significant influence over the operations of the Company to be related parties.

 

On April 28, 2014, the Company President loaned $22,000 to the Company and the Company issued a promissory note in the amount of $22,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018. During the three and nine month periods ended January 31, 2016 the Company charged interest expense of $333 and $998 respectively (three and nine months ended January 31, 2015 - $342 and $1,005) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $2,326 (April 30, 2015 - $1,328).

 

On October 28, 2014, the Company President loaned $5,000 to the Company and the Company issued a promissory note in the amount of $5,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $76 and $227 respectively (three and nine month periods ended January 31, 2015 - $76 respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $378 (April 30, 2015 - $151).

 

On May 15, 2015, the President and Chief Executive Officer returned 480,000 shares of common stock back to the Company, which were subsequently cancelled for $nil consideration.

 

On June 8, 2015, the President of the Company resigned all his Corporate Offices and Mike Gilliland the President of Autohouse Technologies Inc. (“Autohouse”) was appointed President, Chief Executive Officer, Secretary and Chief Financial Officer of the Company.

 

On June 2, 2015, AutoHouse, a Company with a common Director loaned $6,000 to the Company and the Company issued a promissory note in the amount of $6,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $116 and $240 respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $240 (April 30, 2015 - $nil).

 

On June 8, 2015, AutoHouse loaned $1,500 to the Company and the Company issued a promissory note in the amount of $1,500.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $22 and $58 respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $58 (April 30, 2015 - $nil).

 

On September 11, 2015, AutoHouse loaned $100 to the Company and the Company issued a promissory note in the amount of $100.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $1 and $2 respectively (three and nine month periods ended January31 , 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $2 (April 30, 2015 - $nil).


v3.3.1.900
Note Payable Disclosure
 9 Months Ended
Jan. 31, 2016
Notes  
Note Payable Disclosure

Note 4  Note payable

 

On October 25, 2015, a shareholder, with less 5% of equity interest, loaned $3,600 to the Company and the Company issued a promissory note in the amount of $3,600.  The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.  During the three and nine month periods ended January 31, 2016, the Company charged interest expense of $54 and $58, respectively (three and nine month periods ended January 31, 2015 - $nil, respectively) pursuant to this note payable.  Total accrued interest on this note as of January 31, 2016 was $58 (April 30, 2015 - $nil).


v3.3.1.900
Capital Stock Disclosure
 9 Months Ended
Jan. 31, 2016
Notes  
Capital Stock Disclosure

Note 5  Capital Stock

 

The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of January 31, 2016, the Company had 2,520,000 shares of common stock and zero preferred stock outstanding.

 

On May 15, 2015, the President and Chief Executive Officer returned 480,000 shares of common stock back to treasury of the Company for $nil consideration.  The Company has recorded a reduction to common stock of $480 and an increase in additional paid in capital as a result of this transaction.



v3.3.1.900
Subsequent Events
 9 Months Ended
Jan. 31, 2016
Notes  
Subsequent Events

Note 6  Subsequent Events

 

On February 10, 2016, a shareholder, with less 5% of equity interest, loaned $2,500 to the Company and the Company issued a promissory note in the amount of $2,500. The promissory note is unsecured, bears interest at 6% per annum, and matures on December 31, 2018.


v3.3.1.900
Nature of Operations and Ability To Continue As A Going Concern (Details) - USD ($)
Jan. 31, 2016
Apr. 30, 2015
Details    
Accumulated deficit $ 93,909 $ 54,460


v3.3.1.900
Related Party Transactions (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
Apr. 30, 2015
Apr. 30, 2014
Proceeds from related party loan     $ 7,600 $ 5,000    
Due to related parties $ 34,600   34,600   $ 27,000  
Accrued interest on loans 3,004   $ 3,004   1,479  
Common stock returned to treasury     480,000      
April 28, 2014 Loan from President            
Proceeds from related party loan           $ 22,000
Due to related parties $ 22,000   $ 22,000      
Interest rate per annum 6.00%   6.00%      
Interest expense, loans $ 333 $ 342 $ 998 1,005    
Accrued interest on loans 2,326   2,326   1,328  
October 28, 2014 Loan from President            
Proceeds from related party loan         5,000  
Due to related parties $ 5,000   $ 5,000      
Interest rate per annum 6.00%   6.00%      
Interest expense, loans $ 76   $ 227 76    
Accrued interest on loans 378   $ 378   $ 151  
Company's president            
Common stock returned to treasury     480,000      
June 2, 2015 Loan from AutoHouse (Director)            
Proceeds from related party loan     $ 6,000      
Due to related parties $ 6,000   $ 6,000      
Interest rate per annum 6.00%   6.00%      
Interest expense, loans $ 116   $ 240      
Accrued interest on loans 240   240      
June 8, 2015 Loan from AutoHouse (Director)            
Proceeds from related party loan     1,500      
Due to related parties $ 1,500   $ 1,500      
Interest rate per annum 6.00%   6.00%      
Interest expense, loans $ 22   $ 58      
Accrued interest on loans $ 58   58      
September 11, 2015 Loan from AutoHouse            
Proceeds from related party loan     $ 100      
Due to related parties   $ 100   $ 100    
Interest rate per annum 6.00%   6.00%      
Interest expense, loans $ 1   $ 2      
Accrued interest on loans $ 2   $ 2      


v3.3.1.900
Note Payable Disclosure (Details) - USD ($)
 3 Months Ended 9 Months Ended
Jan. 31, 2016
Jan. 31, 2016
Apr. 30, 2015
Proceeds from note payable   $ 3,600  
Note payable $ 3,600 3,600  
Accrued interest on loans 3,004 3,004 $ 1,479
October 25, 2015, Loan from minority shareholder      
Proceeds from note payable   3,600  
Note payable $ 3,600 $ 3,600  
Interest rate per annum 6.00% 6.00%  
Interest expense, loans $ 54 $ 58  
Accrued interest on loans $ 58 $ 58  


v3.3.1.900
Capital Stock Disclosure (Details) - USD ($)
 9 Months Ended
Jan. 31, 2016
Apr. 30, 2015
Details    
Authorized common stock 90,000,000 90,000,000
Common stock par value $ 0.001  
Authorized preferred stock 10,000,000 10,000,000
Preferred stock par value $ 0.001 $ 0.001
Common stock outstanding 2,520,000 3,000,000
Common stock returned to treasury 480,000  
Increase in additional paid in capital $ 480  


v3.3.1.900
Subsequent Events (Details) - USD ($)
 9 Months Ended
Feb. 10, 2016
Jan. 31, 2016
Proceeds from note payable   $ 3,600
Note payable   $ 3,600
February 10, 2016, Loan from minority shareholder    
Proceeds from note payable $ 2,500  
Note payable $ 2,500  
Interest rate per annum 6.00%  
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