Tianci International, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.2 - Tianci International, Inc.	ex31-2.htm
EX-32.2 - Tianci International, Inc.	ex32-2.htm
EX-31.1 - Tianci International, Inc.	ex31-1.htm
EX-32.1 - Tianci International, Inc.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

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

For the quarterly period ended October 31, 2015

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

For the transition period from ____________ to ________________

Commission file number: 333-184061

STEAMPUNK WIZARDS, INC.

(Exact name of registrant as specified in its charter)

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

11620 Wilshire Blvd, Office 43, Suite 900,

West Wilshire Center, West Los Angeles, CA 90025

(Address of principal executive offices)

1-310-582-5939

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of December 21, 2015, there were 27,434,740 shares of the issuer’s common stock, par value $0.0001, outstanding.

STEAMPUNK WIZARDS, INC.

Form 10-Q


Part I	FINANCIAL INFORMATION

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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 4.	Controls and Procedures	16

Part II.	OTHER INFORMATION

Item 1	Legal Proceedings	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3	Defaults Upon Senior Securities	17

Item 4	Mine Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	17

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Steampunk Wizards, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	October 31, 2015			July 31, 2015
ASSETS

Current Assets
Cash and cash equivalents	$	71,923		$	53,473
Prepaid expenses and other deposits		26,260			13,765
Other current assets		14,532			7,282
Total Current Assets		112,715			74,520
Equipment, net		14,072			3,825
TOTAL ASSETS	$	126,787		$	78,345

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	26,526		$	11,749
Short-term loans		62,961			228,756
Due to related party		143,831			22,114
TOTAL LIABILITIES		233,318			262,619

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized;
27,434,740 and 14,908,438 shares issued and outstanding, respectively		2,743			1,491
Additional paid-in capital		732,478			394,653
Accumulated deficit		(808,917	)		(549,375	)
Accumulated other comprehensive loss		(32,835	)		(31,043	)
TOTAL STOCKHOLDERS' DEFICIT		(106,531	)		(184,274	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	126,787		$	78,345

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

Steampunk Wizards, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

				October 27, 2014
	Three Months Ended			(Inception) to
	October 31,			October 31,
	2015			2014

REVENUES	$	13,090		$	-

OPERATING EXPENSES
Advertising and marketing		67,798			-
Consulting fees		5,025			-
Development costs		27,848			-
Management fees		57,990			-
Office and miscellaneous		33,299			-
Professional fees		68,862			-
Rents		10,592			-
Total Operating Expenses		271,414			-

LOSS FROM OPERATIONS		(258,324	)		-

OTHER EXPENSE
Interest expenses		(1,218	)		-

LOSS BEFORE INCOME TAXES		(259,542	)		-
Provision for income taxes		-			-

NET LOSS	$	(259,542	)	$	-


STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$	(259,542	)	$	-
Other Comprehensive loss:
Foreign currency translation adjustments		(1,792	)		-
TOTAL COMPREHENSIVE LOSS	$	(261,334	)		-

Basic and Diluted Income per Common Share	$	(0.01	)	$	-
Basic and Diluted Weighted Average Common Shares Outstanding		27,216,778			4,702,977

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

Steampunk Wizards, Inc.

Condensed Consolidated Statement of Stockholders' Deficit

(Unaudited)

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders'
	Number of Shares		Amount		Capital		Deficit			Loss			Deficit

Balance - October 27 2014 (Inception)		-	$	-	$	-	$	-		$	-		$	-
Issuance of common stock		14,908,438		1,491		394,653		-			-			396,144
Net loss		-		-		-		(549,375	)		-			(549,375	)
Foreign currency translation adjustments		-		-		-		-			(31,043	)		(31,043	)
Balance - July 31, 2015		14,908,438		1,491		394,653		(549,375	)		(31,043	)		(184,274	)
Recapitalization		12,245,238		1,224		37,853		-			-			39,077
Common stock issued for cash		281,064		28		299,972					-			300,000
Net loss for the period		-		-		-		(259,542	)		-			(259,542	)
Foreign currency translation adjustments		-		-		-		-			(1,792	)		(1,792	)
Balance - October 31, 2015		27,434,740	$	2,743	$	732,478	$	(808,917	)	$	(32,835	)	$	(106,531	)

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

Steampunk Wizards, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

				October 27, 2014
	Three Months Ended			(Inception) to
	October 31,			October 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(259,542	)	$	-
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		664			-
Changes in operating assets and liabilities:
Prepaid expenses and other deposits		(12,495	)		-
Other assets		(7,250	)		-
Accounts payable and accrued liabilities		13,573			-
Accrued interest		1,218			-
Operating liabilities assumed in reverse acquisition		(24,558	)		-
Net cash used in operating activities		(288,390	)		-

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(10,882	)		-
Net cash used in investing activities		(10,882	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		300,000			-
Proceeds from related parties		38,333			-
Proceeds from short-term loans		10,983			-
Repayment to related parties		(17,811	)		-
Repayment of short-term loans		(12,047	)		-
Net cash provided by financing activities		319,458			-

Effects on changes in foreign exchange rate		(1,736	)		-

Net increase in cash and cash equivalents		18,450			-
Cash and cash equivalents - beginning of period		53,473			-
Cash and cash equivalents - end of period	$	71,923		$	-

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash financing and investing activities
Short-term loans reclassified as inter-company loans	$	(164,730	)	$	-
Related party loans assumed in reverse acquisition	$	101,095		$	-

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

Steampunk Wizards, Inc.

Notes to the Condensed Consolidated Financial Statements

October 31, 2015

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Steampunk Wizards, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards Inc. and changed its trading symbol to SPWZ. The Company’s fiscal year end is July 31.

The Company originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation.

Share Exchange and Recapitalization

On July 16, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”), which was consummated on August 21, 2015, with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”) on October 27, 2015, the Company’s sole officer and director (the “Officer”), being the owner of record of 11,451,541 common shares of the Company and the persons (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”) on July 15, 2015. Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, the Company will issue 4,812,209 shares (the “New Shares”) of the Company’s common stock to the Shareholders (or their designees), and the Officer will cause 10,096,229 shares of the Company’s common stock that he owns (the “Officer Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively shall represent 55% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. will become a wholly owned subsidiary (the “Subsidiary”) of the Company and there will be a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

For financial accounting purposes, the Exchange Agreement has been accounted for as a reverse acquisition by the Malta Co., and resulted in a recapitalization, with Malta Co. being the accounting acquirer and the Company as the acquired entity. The consummation of this Exchange Agreement resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Malto Co. , and have been prepared to give retroactive effect to the reverse acquisition completed on August 21, 2015, and represent the operations of Malta Co. The consolidated financial statements after the acquisition date include the balance sheets of both companies at historical cost, the historical results of Malta Co. and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2015.

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

Going Concern Matters

At October 31, 2015, the Company had $71,923 in cash on hand, had incurred a net loss of approximately $259,542 and used $288,390 in cash for operating activities for the three months ended October 31, 2015. In addition, the Company had negative working capital (current liabilities exceeded current asset) of $120,603.

The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Foreign Currency Translation and Re-measurement

The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:

i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii)	Equities at historical rate

iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

Basis of Consolidation

These financial statements include the accounts of the Company and its subsidiary. All material intercompany balances and transactions have been eliminated.

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.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued 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 condensed consolidated financial statements.

NOTE 3 – 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. As at October 31, 2015 and July 31, 2015, the Company has $71,923 and $53,473 cash respectively.

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consist only of value-added tax (“VAT”) held by the Company. As at October 31, 2015 and July 31, 2015, the Company has $14,532 and $7,382 VAT respectively.

NOTE 5 – EQUIPMENT

	October 31, 2015			July 31, 2015
Cost
IT Equipment	$	6,622		$	5,246
Furniture		9,529			-
		16,151			5,246
Depreciation		(2,079	)		(1,421	)
Balance	$	14,072		$	3,825

The equipment comprised of IT and other equipment with an estimated average useful life of 4 years. The Company recorded $664 depreciation for the period ended October 31, 2015.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

The Company’s accounts payable and accrued liabilities consist of the following:

	October 31, 2015		July 31, 2015

Trade payables	$	8,330	$	272
Accrued liabilities		15,606		10,090
Accrued interest		2,590		1,387
	$	26,526	$	11,749

NOTE 7 – SHORT-TERM LOANS

The Company’s short-term loans consist of the following:

	October 31, 2015		July 31, 2015

Short-term loans from Deep Blue Trading	$	51,979	$	64,026
Other borrowings		10,982		-
Advances from Steampunk Wizards Inc.		-		164,730
	$	62,961	$	228,756

The Deep Blue Trading loan is unsecured, bears interest rate of 7% per annum and is payable, together with interest, within one year from date of grant. During the period ended October 31, 2015, the Company accrued interest of $1,218.

Other borrowings are unsecured, interest free and repayable within one year.

On July 16, 2015, the Company entered into a share exchange agreement with Steampunk Wizards Inc. The exchange was closed on August 21, 2015. As a result of the exchange of the Company became a wholly owned subsidiary of Steampunk Wizards Inc. Prior to the closing, Steampunk Wizards Inc. advanced $164,730 (EUR 145,000) to the Malta Co. The advance was unsecured, non-interest bearing and reclassified as inter-company loans during the period ended October 31, 2015.

NOTE 8 – DUE TO RELATED PARTIES

On August 21, 2015, the Company assumed $101,095 loans provided by the Chief Executive Officer (“CEO”) of the Company through the share exchange transaction. During the period ended October 31, 2015, the CEO advanced $8,333 to the Company and the Company repaid $17,811 to the CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the CEO for management services. Accordingly, $30,000 management fees for the period ended October 31, 2015, were accrued as amount due to related parties. As at October 31, 2015, the Company owed $121,618 to the CEO.

As at October 31, 2015 and July 31, 2015, the Company owed $22,213 and $22,114 to a shareholder of the Company. The change was due to change of foreign exchange rate.

NOTE 9 - EQUITY

Share capital

Preferred Stock

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

There were no shares of preferred stock issued and outstanding as at October 31, 2015 and July 31, 2015.

Common Stock

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

During the period ended October 31, 2015, the Company issued 281,064 shares for cash of $300,000.

There were 27,434,740 and 14,908,438 shares of common stock issued and outstanding as of October 31, 2015 and July 31, 2015, respectively.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On July 2, 2015, Malta Co. entered into a lease agreement with central Garage Ltd. The term of the lease is one year with monthly payments of EUR 1,200.

The Company has no other commitments or contingencies as of October 31, 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.

NOTE 11 -SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no additional events have occurred that require disclosure.

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K for year ended July 31, 2015, as filed on November 13, 2015. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

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

All references in this Form 10-K to “Company”, “Steampunk”, “Steampunk Wizards,” “we,” “us” or “our” mean Steampunk Wizards, Inc., unless otherwise indicated.

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

Overview

Prior to the Share Exchange (as defined hereafter), we were an exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. We then began exploring opportunities in the computer gaming and application industry.

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

On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) which was consummated on August 21, 2015, with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Anton Lin, an individual, and the Company’s Chief Executive Officer (“CEO”) (“Lin”), and the persons listed in Exhibit A thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, the Company issued 4,812,209 shares (the “New Shares”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the Shareholders (or their designees), and Lin caused 10,096,229 shares of the Company’s common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became our wholly owned subsidiary and there was a change of control of the Company.

Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing Malta Co.’s historical businesses and proposed businesses.

For financial accounting purposes , the Exchange Agreement has been accounted for as a reverse acquisition by the Malta Co., and resulted in The share exchange transaction was treated as a recapitalization, with Malta Co. being the accounting acquirer and the Company as the acquired entity. The consummation of this Exchange Agreement resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Malto Co. , and have been prepared to give retroactive effect to the reverse acquisition completed on August 21, 2015, and represent the operations of Malta Co. The consolidated financial statements after the acquisition date include the balance sheets of both companies at historical cost, the historical results of Malta Co. and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization

Malta Co. was incorporated in 2014 to acquire the IP related to an unfinished game called “Tangled Tut.” Making full use of the team’s experience and diverse talent set, Malta Co. built a mobile game with 3D printable rewards embedded and the associated IP and server technology. As a result, we are well positioned to take advantage of one of the major trends in the Electronics Entertainment industry sector, namely the space where virtual and real worlds blur.

Malta Co. is a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur. By providing 3D printable codes as in-game rewards, which allow gamers to print off merchandise they have earned through gameplay, we are bringing the gaming experience into the real world. Malta Co. has an in-house team of designers, developers, artists, programmers and marketeers that allow it to design and develop its own games through every stage from conception to publication. The company has been growing recently and now has the capacity to produce and launch one or two major game franchises each year, along with four to six casual games. The first game, a casual game called Bungee Mummy: Challenges, is a compendium of 4 mini games set in the Bungee Mummy Egyptian theme and launched in early August 2015; it is a mobile game designed primarily for smartphones and tablets (supporting both Android and IOS). Thereafter, having launched a trial version of our larger game- Bungee Mummy: King’s Escape- in early 2015, we launched a replacement of our larger game, which is now called Bungee Mummy: Reborn on Android and iOS in December 2015; Bungee Mummy: Reborn is a level-based adventure-puzzler with an Egyptian theme.

Plan of Operation

The Company intends to further commercialize the Bungee Mummy IP through the launch of subsequent worlds in the adventure puzzler game as well as launching further mini games in the casual game, currently consisting of 4 mini games, in the same theme.

Meanwhile, after the launch of Bungee Mummy, the Company is proactively looking for further acquisition or merger targets within the wider gaming industry. At the same time it is continuing to look at ways to further develop and monetize the Bungee Mummy franchise. The Company is also considering options for the development of new franchises, and funding requirements for these.

The Company is in talks with online gambling platform providers in Europe about designing and coding new slot machines which they can provide to their online casino operators. The Company expects to begin work on the first of these early in January 2016.

The quality of the work delivered to date by our team has led to an inflow of projects and requests. While our design and development teams focus on building our next games, we are also considering expansion plans to meet demand. We have identified a few companies as potential acquisition targets that will allow us to expand horizontally within the industry through additional IP for other games, greater publishing reach, and possibly film-making capacity, however, as of the date of this Report, we have not entered into any definitive agreements with any such companies. This is all part of our plan to remain at the forefront of the games industry’s continued expansion.

Limited Operating History; Need for Additional Capital

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

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

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

Results of Operations

The following summary of our results of operations, for the three months ended October 31, 2015 and for the period during October 27, 2014 and October 31, 2014 (Note: there are no comparatives due to the inception date of the Malta Co., our wholly-owned subsidiary), should be read in conjunction with our audited financial statements for the year ended July 31, 2015, as included in our Form 10-K filed on November 12, 2015.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, but we cannot guarantee that we will be able to achieve same.

We have not yet generated significant revenues and have accumulated deficit of $808,917 since inception through October 31, 2015.

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

Balance Sheet Data

	October 31, 2015		July 31, 2015

Cash	$	71,923	$	53,473
Total Assets	$	126,787	$	78,345
Total Liabilities	$	233,318	$	262,619
Stockholders’ Deficit	$	106,531	$	184,274

For the Three Months Ended October 31, 2015 Compared to the Period during October 27, 2014 and October 31, 2014 (Note: there are no comparatives due to the inception date of the Malta Co., our wholly-owned subsidiary)

No revenues were generated and no expenses were incurred during October 27, 2014 and October 31, 2014.

For the three months ended October 31, 2015, we generated revenues of $13,090.

During the three month period ended October 31, 2015, we recorded $67,798 advertising fees for advertising and promotion, $5,025 consulting fees to third party consultants, $27,848 costs on software development, $30,000 management fees for management services provided by the Company’s CEO, $27,990 management fees for services provided by other third parties, office and administration expense of $33,299, professional fees of $68,862 for ongoing regulatory requirements and office rents of $10,592.

During the three month period ended October 31, 2015, we accrued $1,218 interest on short-term loans.

Liquidity and Capital Resources

Working Capital

	October 31, 2015			July 31, 2015

Current Assets	$	126,787		$	78,345
Current Liabilities	$	233,318		$	262,619
Working Capital (Deficiency)	$	(106,531	)	$	(184,274	)

Cash Flows

	Three Months Ended October 31,
	2015			2014

Cash Flows Used in Operating Activities	$	(288,390	)	$	-
Cash Flows Used in Investing Activities	$	(10,882	)	$	-
Cash Flows Provided by Financing Activities	$	319,458		$	-
Effects on changes in foreign exchange rate	$	(1,736	)	$	-
Net Increase in Cash During Period	$	18,450		$	-

Cash Flow from Operating Activities

No operating cash were used for the period during October 27, 2014 and October 31, 2014.

During the three month period ended October 31, 2015, cash used in operating activities was $288,390. The Company had a net loss of $259,542, but this loss was offset by an increase in prepaid and other deposit of $12,495, an increase in other assets of $7,250, an increase in accounts payable and accrued liabilities of $13,574, an increased accrued interest of $1,218. At August 21, 2015, $24,558 operating liabilities were assumed in reverse acquisition.

Cash Flow from Investing Activities

No investing cash were used for the period during October 27, 2014 and October 31, 2014.

During the three month period ended October 31, 2015, the Company used $10,882 cash to purchase equipment.

Cash Flow from Financing Activities

During the three month period ended October 31, 2015, the Company issued 281,064 common stock for cash of $300,000. On August 21, 2015, the Company assumed $101,095 loans provided by the Chief Executive Officer (“CEO”) of the Company through the share exchange transaction. During the period ended October 31, 2015, the CEO advanced $8,333 to the Company and the Company repaid $17,811 to the CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the CEO for management service. Accordingly, $30,000 management fees for the period ended October 31, 2015, were accrued as amount due to related parties. During the period ended October 31, 2015, the Company received $10,983 short-term loans from unrelated third party, repaid $12,047 short-term loans and reclassified $164,730 short-term loan through the share exchange transaction.

Going Concern Matters

Critical Accounting Policy and Estimates

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended July 31, 2015, for disclosures regarding the Company's critical accounting policies and estimates, as well as any updates further disclosed in our interim financial statements as described in this Form 10-Q.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Item 4. Control and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Controls Over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be involved in litigation relating to claims arising out of our operations in the normal course of business. We are not aware of any pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and operations.

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

On October 8, 2015, a total of 238,329 common shares were issued to two unaffiliated third parties for cash of $250,000.

On October 30, 2015, 42,735 common shares were issued to an unaffiliated third party for cash of $50,000.

Item 3. Defaults Upon Senior Securities.

(a) Not Applicable.

(b) Not Applicable.

Itwm 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On September 1, 2015, the Company filed a Current Report on Form 8-K regarding the Company’s appointment of Mr. Brendon Grunewald as its Chief Technology Officer. Pursuant to further discussions and clarification between the Company and Mr. Grunewald, based on his responsibilities within the Company, despite his appointment as the Chief Technology Officer, Mr. Grunewald is not considered as an executive officer by the Company.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit

(3)		Articles of Incorporation and Bylaws

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

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

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

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

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

(32)		Section 1350 Certifications

32.1*		Rule 1350 Certification of Chief Executive Officer.

32.2*		Rule 1350 Certification of Chief Financial Officer.

101		Interactive Data File

101*		Interactive Data File (Form 10-Q for the quarter ended October 31, 2015 furnished in XBRL).
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

SIGNATURES

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

	STEAMPUNK WIZARDS INC.
	(Registrant)


Dated: December 21, 2015	/s/ Anton Lin
	Anton Lin
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director
	(Principal Executive Officer and Financial and Accounting Officer)

Tianci International, Inc. - FORM 10-Q - December 21, 2015

Attached files

Tianci International, Inc. Reports