UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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


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


Commission File Number: 000-53848


RISE RESOURCES INC.

(Exact name of registrant as specified in its charter)


Nevada

 

30-0692325

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification Number)

 

700-510 West Hastings Street

Vancouver, British Columbia, Canada V6B 1L8

(Address of principal executive offices)(Zip Code)

(604) 687-7130

(Registrant’s telephone number, including area code)

N/A

(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 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 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). Not applicable.


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


Large accelerated filer q

Accelerated filer q

Non-accelerated filer q  (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). q Yes x No


As of March 16, 2016, the registrant had 31,346,993 shares of common stock issued and outstanding.













PART I - FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS.


The financial statements of Rise Resources Inc. (formerly Patriot Minefinders Inc.) (“we”, “us”, “our”, the “Company”, or the “registrant”), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, the financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2015.





1








RISE RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

PERIOD ENDED JANUARY 31, 2016



INDEX TO FINANCIAL STATEMENTS:

 Page

 

 

Balance Sheets

F-1

Statement of Operations and Comprehensive Loss

F-2

Statement of Cash Flows

F-3

Statement of Stockholders’ Equity (Deficiency)

F-4

Notes to Unaudited Financial Statements  

F-5











RISE RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Expressed in Canadian Dollars)


AS AT

 


January 31,

2016

(unaudited)


July 31,

2015

 

 

 

ASSETS

 

 

 

 

 

Current

 

 

Cash

$        467,436

$           18,000

Receivables

10,902

4,941

Deferred financing costs (Note 7)

-

51,948

 

 

 

 

478,338

74,889

 

 

 

Mineral property (Note 3)

20,000

20,000

 

 

 

 

$        498,338

$          94,889

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

Current

 

 

Accounts and advances payable and accrued liabilities

$        156,275

$        181,784

Loan from related parties (Note 6)

93,980

87,105

 

 

 


250,255

268,889

 

 

 

Stockholders’ equity (deficiency)

 

 

Capital stock, $0.001 par value, 400,000,000 shares authorized;

 

 

31,346,993 (July 31, 2015 – 38,297,179) shares issued and outstanding (Note 7)

1,354,917

927,764

Additional paid-in-capital (Note 7)

323,650

268,402

Cumulative translation adjustment

(166,144)

(166,144)

Deficit

(1,264,340)

(1,204,022)

 

 

 

 

248,083

(174,000)

 

 

 

 

$       498,338

$         94,889


Nature and continuance of operations (Note 1)

Long-term receivable and contingency (Note 4)







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



F-1





RISE RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

(Unaudited)


 

 

 

 

 

 

Three months ended January 31, 2016

Three months ended January 31, 2015

Six months ended January 31, 2016

 Six months ended January 31, 2015

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

Bad debt expense (Note 5)

$                      -

$                    -

$                     -

$              6,748

Consulting

18,579

15,614

35,270

54,406

Filing and regulatory

14,771

8,360

19,953

12,941

Foreign exchange

8,062

(83,417)

8,853

(107,975)

Gain on settlement of payables

(6,244)

(2,269)

(36,934)

(2,269)

General and administrative

6,460

5,714

12,794

17,958

Professional fees

17,912

8,385

17,912

10,236

Promotion and shareholder communication

2,470

-

2,470

-

 

 

 

 

 

Income (loss) for the period

$         (62,010)

$          47,613

$        (60,318)

$              7,955

 

 

 

 

 

Cumulative impact of foreign exchange

-

(101,123)

-

(127,961)

 

 

 

 

 

Comprehensive loss for the period

$         (62,010)

$       (53,510)

$        (60,318)

$       (120,006)

 

 

 

 

 

Basic and diluted earnings (loss)

per common share

$            (0.00)

$              0.06

$            (0.00)

$               0.01

 

 

 

 

 

Weighted average number of common shares outstanding

25,428,515

792,500

31,650,887

792,500







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



F-2





RISE RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

(Expressed in Canadian Dollars)

(Unaudited)

FOR THE PERIOD ENDED JANUARY 31

 

 

 

2016

 2015

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Income (loss) for the period

$       (60,318)

$           7,955

Items not involving cash

 

 

Bad debt expense

-

6,748

Gain on settlement of payables

(36,934)

(2,269)

Unrealized foreign exchange

6,945

(107,975)

Non-cash working capital item changes:

 

 

Receivables

(5,961)

(434)

Prepaid expenses

-

3,836

Accounts payables and accrued liabilities and

 

 

   due to related parties

15,347

210,387

 

 

 

Net cash (used in) provided by operating activities

(80,921)

118,248

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

Loan receivable

-

(6,748)

Advances payable

-

18,650

 

 

 

Net cash provided by investing activities

-

11,902

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

Shares issued for cash

605,000

-

Share issuance costs

(74,643)

-

 

 

 

Net cash provided by financing activities

530,357

-

 

 

 

Effect of foreign exchange on cash

-

(127,961)

 

 

 

Change in cash for the period

449,436

2,189

 

 

 

Cash, beginning of period

18,000

79

 

 

 

Cash, end of period

$       467,436

$           2,268

 

 

 

Interest

$                -   

$                -   

Income taxes

-   

-   


During the period ended January 31, 2016 the Company issued 484,000 agent warrants valued at $42,248, accrued $6,658 in share issuance costs through accounts payable and accrued liabilities, and reallocated $51,948 in deferred financing costs to share issuance costs.


There were no significant non-cash transactions for the period ended January 31, 2015.



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



F-3





RISE RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Expressed in Canadian Dollars)

(Unaudited)


 


Capital Stock

 

 

 

 

 



Number



Amount


Additional Paid-in Capital

Cumulative Translation Adjustment


Deficit


Total

 

 

 

 

 

 

 

Balance as at July 31, 2014

792,500

$      70,107

$       268,402

(49,161)

(1,070,770)

$      (781,422)

Cumulative translation adjustments

 - 

-

-   

(127,961)  

-   

(127,961)

Income for the period

 - 

-

-   

-   

7,955

7,955

 

 

 

 

 

 

 

Balance as at January 31, 2015

792,500

70,107

268,402

(177,122)

(1,062,815)

(901,428)

Shares issued for cash

 6,000,002

210,000

-   

-   

-   

210,000

Shares issued for debt

 31,504,677

647,657

-   

-   

-   

647,657

Cumulative translation adjustments

 - 

-

-   

10,978  

-   

10,978

Loss for the period

 - 

-

-   

-   

(141,207)

(141,207)

 

 

 

 

 

 

 

Balance as at July 31, 2015

38,297,179

927,764

268,402

(166,144)

(1,204,022)

(174,000)

Shares surrender and cancellation (Note 7)

  (13,000,186)

(13,000)

13,000

 

-   

-   

Shares issued for cash

 6,050,000

605,000

-   

-   

-   

605,000

Share issuance costs

 - 

(164,847)

42,248

-   

-   

(122,599)

Loss for the period

 - 

-

-   

-   

60,318)

(60,318)

 

 

 

 

 

 

 

Balance as at January 31, 2016

31,346,993

$   354,917

$     323,650

(166,144)

$   (1,264,340)

$      248,083


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



F-4


RISE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2016

(Expressed in Canadian Dollars)

(Unaudited)





1.

NATURE AND CONTINUANCE OF OPERATIONS


Atlantic Resources Inc. (the “Company”) was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. On January 14, 2015, the Company merged its wholly-owned subsidiary, Rise Resources Inc., a Nevada corporation, in and to the Company to effect a name change from Patriot Minefinders Inc. to Rise Resources Inc.  Rise Resources Inc. was formed solely for the purpose of effecting the change of name.  


On February 16, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares.  


On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange (“CSE”) on February 1, 2016.


The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities.  The accompanying financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business.  The Company has incurred a loss of $60,318 for the period ended January 31, 2016 and has accumulated a deficit of $1,264,340.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan, which is typical for a start-up company.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Management of the Company (“management”) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Company’s obligations.  At January 31, 2016, the Company had working capital of $228,083.



2.

BASIS OF PREPARATION


Generally Accepted Accounting Principles


The accompanying unaudited condensed interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for financial information with the instructions to Form 10-Q and Regulation S-K.  Results are not necessarily indicative of results which may be achieved in the future.  The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K,, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended July 31, 2015.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.


Change in Functional and Presentation Currency


The Company’s expenses and overheads are now primarily being incurred in Canadian Dollars (“CAD”) and it is anticipated that cash flows will continue to be primarily in CAD. Accordingly, the Company determined that effective August 1, 2015, the functional currency of the Company would change from the United States Dollar (“USD”) to CAD.








F-5


RISE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2016

(Expressed in Canadian Dollars)

(Unaudited)





2.

BASIS OF PREPARATION (cont’d…)


Change in Functional and Presentation Currency (cont’d…)


Effective August 1, 2015, the Company also changed its presentation currency from USD to CAD. As a result of changing the presentation currency, all the comparative assets and liabilities were translated using the closing rate at the balance sheet date, comparative equity were translated at the exchange rates at the dates of transaction and the statements of loss were translated at the average exchange rate for the period covered. All resulting change differences are recognized in the accumulated deficit in the balance sheets’ shareholders’ equity (deficiency) section. A change in presentation currency is accounted for as a change in accounting policy and is applied retrospectively, as if the new presentation currency had always been the presentation currency. Consequently, the comparatives for the year ended July 31, 2015 and as at July 31, 2015 have been restated to be presented in CAD. The exchange rates applied for translation purposes were as follows:


 

Date or period

Exchange rate

 

As at July 31, 2015

1 CAD = 0.7703 USD

 

For the year ended July 31, 2015

1 CAD = 0.8403 USD

 

For the six month period ended January 31, 2015

1 CAD = 0.8807 USD


Recently Adopted and Recently Issued Accounting Standards


In August 2014,the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  This ASU provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.


In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”.  This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities.  The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.


In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”.  This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments.  It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment.  The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.


Other than the above, the Company has determined that other significant newly issued accounting pronouncements and are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.





F-6


RISE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2016

(Expressed in Canadian Dollars)

(Unaudited)





2.

BASIS OF PREPARATION (cont’d…)


Use of Estimates


The preparation of condensed interim financial statements in conformity with US GAAP 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.  Significant areas requiring the use of estimates include the valuation allowance applied to deferred income taxes and valuation of agent warrants.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.



3.

MINERAL PROPERTY OPTION


Title to Mineral Properties


Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at January 31, 2016, the Company does not hold titles to any mineral properties.


Indata, British Columbia


On May 18, 2015, the Company entered into an option agreement with Eastfield Resources Ltd., a British Columbia company with its common shares listed for trading on the TSX Venture Exchange under the symbol “ETF” (“Eastfield”), pursuant to which Eastfield granted the Company the exclusive and irrevocable right to acquire up to a 75% interest in and to certain claims in the Indata property located in the Omineca Mining Division in British Columbia, Canada.  In order to earn the initial 60% interest, the Company is required to pay Eastfield an aggregate of $350,000 ($20,000 paid) in cash and incur a minimum of $2,000,000 in aggregate exploration expenditures on the property by April 3, 2019.  In order to earn the additional 15% interest, the Company is required to pay Eastfield $100,000 cash within 90 days of earning the 60% interest and incur a further $500,000 in aggregate annual exploration expenditures on the property until such time as the Company is able to complete a feasibility study on the property.  As at January 31, 2016, the Company has incurred cumulative exploration expenditures of $5,000 on the Indata property.



4.

LONG-TERM RECEIVABLE AND CONTINGENCY


During the year ended July 31, 2014, the Company entered into a binding letter of intent (“LOI”) with Wundr Software Inc. (“Wundr”).  Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014.


On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the “Claim”) filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm.  None of the allegations contained in the Claim have been proven in court.  Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.






F-7


RISE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2016

(Expressed in Canadian Dollars)

(Unaudited)





5.

SHARE EXCHANGE AGREEMENT AND LOAN RECEIVABLE


On May 23, 2014, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Juliet Press Inc., a private British Columbia, Canada corporation (“Juliet”), and the stockholders of Juliet (the “Juliet stockholders”), to acquire 100% of the issued and outstanding common stock of Juliet (the “Juliet Stock”). Pursuant to the Share Exchange Agreement, the Company was expected to issue 175,000 shares of common stock to the Juliet stockholders in consideration for Juliet Shares, resulting in Juliet becoming a wholly owned subsidiary of the Company.


During the year ended July 31, 2015, the Company advanced $6,748 (US$6,106) to Juliet as a loan, due on demand without interest.  Management has assessed the collectability of the loan and recorded an allowance for doubtful accounts of $6,748 for the year ended July 31, 2015.


On September 25, 2014, the Company, Juliet and Juliet stockholders mutually agreed in writing to terminate the Share Exchange Agreement.  



6.

RELATED PARTY TRANSACTIONS


Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company.  The remuneration of the key management personnel is as follows:


a)

Consulting fees of $15,000 (January 31, 2015 - $nil) to the CEO of the Company.


As at January 31, 2016, the Company has recorded loans from related parties of $93,980 (US$67,100) (July 31, 2015 - $87,105 or US$67,100) representing advances made by two former directors and officers.  The advances are due on demand without interest. During the period ended January 31, 2016, $51,132 (US$36,600) of these loans were assigned to a company controlled by a director of the Company and $41,000 was repaid subsequent to period end.


As at January 31, 2016, included in due to related parties is $31,065 (July 31, 2015 - $11,313) in accounts and advances payable and accrued liabilities to current and former officers and companies controlled by directors and officers of the Company.  Of this amount, $1,208 (July 31, 2015 - $604) represents advances made by Skanderbeg Capital Partners Inc. (“Skanderbeg”), a company that advises the Company’s management and does promotional work for the Company.  Skanderbeg made payments on behalf of the Company until such time as the Company was able to complete a financing.


Included in general and administration expenses for the period ended January 31, 2016 is rent of $3,450 (January 31, 2015 - $2,000) paid to Skanderbeg.



7.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL


On February 11, 2015, the Company entered into debt conversion agreements with five investors pursuant to which such investors agreed to convert an aggregate of $400,000 in debt into 20,000,000 shares of the Company’s common stock at a price of $0.02 per share.


On March 31, 2015, the Company entered into debt conversion agreements with 13 investors pursuant to which such investors agreed to convert an aggregate of $206,675 in debt into 10,333,771 shares of the Company’s common stock at a price of $0.02 per share.  These shares were formally issued on April 9, 2015.





F-8


RISE RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2016

(Expressed in Canadian Dollars)

(Unaudited)




7.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (cont’d…)


On April 23, 2015, the Company entered into debt conversion agreements with two investors pursuant to which such investors agreed to convert an aggregate of $40,982 in debt into 1,170,906 shares of the Company’s common stock at a price of $0.035 per share.  


On April 23, 2015, the Company completed a non-brokered private placement, issuing an aggregate of 6,000,002 shares of common stock to six investors at a price of $0.035 per share for gross proceeds of $210,000.


On October 28, 2015, pursuant to a share surrender and cancellation agreement, the Company cancelled 13,000,186 shares of common stock surrendered to the Company, originally issued through the debt conversion agreements on February 11, 2015 and March 31, 2015.


On January 29, 2016, the Company completed an initial public offering , issuing an aggregate of 6,050,000 shares of common stock at a price of $0.10 per share for gross proceeds of $605,000.  In connection with the offering, the Company paid a cash commission of $48,400 and issued 484,000 agent warrants valued at $42,248 (discount rate – 0.43%, volatility – 215.3%, expected life – 2 years, dividend yield – 0%), exercisable at $0.10 per share for period of 24 months.  The Company also paid the agent a corporate finance fee of $25,000 and other share issuance costs of $49,199.



8.

SEGMENTED INFORMATION


The Company has one reportable segment, being the acquisition of exploration and evaluation assets located in British Columbia, Canada.








F-9




ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS


CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS" AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE US TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q AND IN OUR OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.


Description of Business


We are a mineral exploration company with a copper/gold property under option.  Out common stock is currently quoted on the OTC Markets under the symbol “RYES” and listed on the Canadian Securities Exchange (the “CSE”) under the symbol “UPP”.


On May 18, 2015, we entered into an option agreement (the “Option Agreement”) with Eastfield Resources Ltd., a British Columbia company with its common shares listed for trading on the TSX Venture Exchange under the symbol “ETF” (“Eastfield”), pursuant to which Eastfield granted us the exclusive and irrevocable option to acquire up to a 75% undivided interest in and to certain mineral claims known as the Indata property located in the Omineca Mining Division in British Columbia, Canada (the “Property”).  In order to earn the initial 60% interest, we are required to pay Eastfield an aggregate of $350,000 in cash and incur a minimum of $2,000,000 in aggregate exploration expenditures on the Property by April 3, 2019.  In order to earn the additional 15% interest, we are required to pay Eastfield $100,000 within 90 days of earning the 60% interest and incur a further $500,000 in aggregate annual exploration expenditures on the Property until such time as we are able to complete a feasibility study on the Property. Upon the completion of a feasibility study, the additional 15% interest will be deemed to have been earned.


Prior to entering into the Option Agreement, we were a development stage company engaged in exploring and evaluating potential strategic transactions in multiple industries, including but not limited to mineral properties and technology.


Plan of Operations


As at January 31, 2016, we had a cash balance of $467,436, compared to a cash balance of $18,000 as of July 31, 2015.

Our plan of operations for the next 12 months is to carry out the first of a two-phase exploration program on the Property at a total cost of approximately $151,725, as follows:


Phase I: Line Cutting and Mapping




2






Description

Amount
($)

Field supervision / mapping

40,800

Field supervision room & board expenses

19,125

Line cutting (including personnel costs, room & board and vehicle expenses)

84,600

Contingency

7,200

Total

151,725


We expect to complete the second phase of the exploration program by December 31, 2016, as follows:


Phase II: Geophysical, Geochemical Survey and Drilling


Description

Amount
($)

Field supervision

13,600

Soil sampling (including personnel costs, room & board and vehicle expenses)

9,180

Sample and rock sample analysis

20,000

IP-magnetics survey

68,000

Geophysical contractor costs (including room & board and vehicle expenses)

24,800

Reporting and drafting

10,000

Drilling costs

160,000

Site preparation

10,000

Sample analysis

10,000

Geologist / supervisor expenses

30,000

Field crew expenses (including room & board, vehicle expenses and equipment expenses)

52,000

Data compilation / report preparation

10,000

Contingency

5,308

Total

422,888


In addition to the Phase I program, we anticipate spending approximately $137,500 on general operating expenses, including fees payable in connection with our filing obligations as a reporting issuer in both the United States and Canada, as follows:




3








Description

Amount
($)

Consulting fees

72,000

Professional fees

17,500

Filing and regulatory expenses

5,500

Rent

12,000

Marketing and website development expenses

9,000

General and administrative expenses

21,500

Total

137,500


We do not currently have sufficient funds to carry out the two-phase exploration program or cover our anticipated general operation expenses for the year, so we will require additional funding. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from loans one of several directors or officers or companies controlled by directors or officers.  We do not have any arrangements in place for any future equity financing or loans, and if we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan.


During the year ended July 31, 2015, we entered into debt conversion agreements with a total of 20 investors pursuant to which such investors agreed to convert an aggregate of $647,657 in debt into 31,504,677 shares of our common stock at a price of $0.02 per share, and completed a non-brokered private placement, issuing an aggregate of 6,000,002 shares of our common stock to six investors at a price of $0.035 per share for gross proceeds of $210,000. Of  the 31,504,677 shares issued, 13,000,186 were cancelled during the period ended January 31, 2016.  On January 29, 2016, we completed an initial public offering on the CSE, issuing an aggregate of 6,050,000 shares of common stock at a price of $0.10 per share for gross proceeds of $605,000. On February 1, 2016, our common stock commenced trading on the CSE.


We anticipate incurring operating losses for the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include the following:


·

our ability to raise additional funding;

·

the market price for any minerals that may be discovered on the Property;

·

the results of our proposed exploration program on the Property.


We have not attained profitable operations and are dependent upon obtaining financing to pursue our proposed exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern




4





Results of Operations


For the Six Months Ended January 31, 2016 and 2015


Our operating results for the six month periods ended January 31, 2016 and 2015 are summarized as follows:


 

 

For the six months ended January 31, 2016

 

For the six months ended January 31, 2015

Bad debt expense

$

-

$

6,748

Consulting

 

35,270

 

54,406

Filing and regulatory

 

19,953

 

12,941

Foreign exchange

 

8,853

 

(107,975)

Gain on settlement of payables

 

(36,934)

 

(2,269)

General and administrative

 

12,794

 

17,958

Professional fees

 

17,912

 

10,236

 

 

2,470

 

-

Income (loss) for the period

 

(60,318)

 

7,955


In general, our expenses decreased overall during the six months ended January 31, 2016 from the same period in the prior year primarily due to a drop in activity.  However, the increase in filing and regulatory and professional fees is a result of the Company’s IPO and listing on the CSE during the period.


Liquidity and Capital Resources


Working Capital


 

 

At January 31, 2016

 

At July 31, 2015

 

Change between July 31, 2015 and January 31, 2016


Current Assets

$

478,338

$

74,889

$

403,449

Current Liabilities

 

250,255

 

268,889

 

18,634

Working Capital/(Deficit)

 

228,083

 

(194,000)

 

422,083


Cash Flows


 

 

For the six months ended January 31, 2016

 

For the six months ended January 31, 2015


Net Cash (used in) provided by Operating Activities

$

 (80,921)

$

 118,248

Net Cash used in Investing Activities

 

 -

 

11,902

Net Cash provided by in Financing Activities

 

 530,357

 

-

Effect of foreign exchange on cash

 

-

 

(127,961)

Net Increase (Decrease) in Cash During Period

 

449,436

 

2,189


As of January 31, 2016, we had $467,436 in cash, $478,338 in current assets, $250,255 in current liabilities, a working capital of $228,083 and an accumulated deficit of $1,264,340.


During the six months ended January 31, 2016,we used: $80,921 in net cash on operating activities, whereas net  operating activities provided net cash of $118,248 during the same period in the prior year.  Investing activities provided net cash of $nil and $11,902 during the six months ended January 31, 2016 and 2015, respectively.  Financing activities provided net cash of $530,357 and $nil during the six months ended January 31, 2016 and 2015,



5





respectively.  All of the net cash we received from financing activities during the current period was attributable to issuances of our common stock.


We expect to operate at a loss for at least the next 12 months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to carry out our business plan. There are no assurances that we will be able to complete further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to carry out any exploration work on the Property and our business may fail.


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 are material to investors.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable.


ITEM 4.

CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures


The Securities and Exchange Commission (the “SEC”) defines the term “disclosure controls and procedures” to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is 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 by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to its principal executive and principal financial officers to allow timely decisions regarding disclosure.


As of the end of the period covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures.  Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that its internal control over financial reporting was not effective as of January 31, 2016 because the following material weakness in internal control over financial reporting existed as of that date:


(i)

lack of segregation of incompatible duties due to insufficient personnel.


A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting during the period ended January 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




6





PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


On September 17, 2014, we learned that we were the subject, along with a number of additional defendants, of a notice of civil claim (the “Claim”) filed in the Supreme Court of British Columbia by Wundr Software Inc. (“Wundr”), an eBook software developer. We were formerly a party to a binding letter of intent with Wundr that was announced on November 12, 2013 (the “Wundr LOI”), pursuant to which we proposed to acquire 100% of the outstanding shares of Wundr.  On January 10, 2014, we reported that the Wundr LOI had expired.


Among other things, the Claim alleges that we committed the tort of intentional interference with economic or contractual relations by virtue of our role in an alleged scheme to establish a competing business to Wundr, and that we, through our agents, breached the terms of the Wundr LOI by appropriating certain confidential information and intellectual property of Wundr for the purpose of establishing a competing business.  The Claim also alleges that we are vicariously liable for the actions of our agents.


Wundr is seeking general damages from us as well as damages for conspiracy to cause economic harm.  None of the allegations contained in the Claim have been proven in court, we believe that they are without merit, and we therefore intend to vigorously defend our position against Wundr.


Other than as described above, we are not aware of any material pending legal proceedings to which we are a party or of which the Property is the subject.  We also know of no proceedings to which any of our directors, officers or affiliates, or any registered or beneficial holders of more than 5% of any class of our securities, or any associate of any such director, officer, affiliate or security holder are an adverse party or have a material interest adverse to us.


ITEM 1A.

RISK FACTORS.


Not required.


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.


(a)

The following exhibits are filed herewith:


31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



7






32.1

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


32.2

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


101.INS

XBRL Instance File


101.SCH

XBRL Taxonomy Schema Linkbase Document


101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.


101.DEF

XBRL Taxonomy Extension Definition Linkbase Document


101.LAB

XBRL Taxonomy Extension Label Linkbase Document


101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document




8





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.


By:

/s/ Fred Tejada

 

Fred Tejada, Chief Executive Officer

Date:

March 16, 2016




9





Exhibit 31.1


CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER  PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Fred Tejada, Chief Executive Officer of Rise Resources Inc., certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Rise Resources Inc.;  


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 quarterly report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly 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 entitles, 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 function):




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.


By: /s/ Fred Tejada

-----------------------------------

Name: Fred Tejada

Title: Chief Executive Officer


Date: March 16, 2016








Exhibit 31.2


CERTIFICATION OF THE CHIEF FINANCIAL OFFICER  PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Cale Thomas, Chief Financial Officer of Rise Resources Inc., certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Rise Resources Inc.;  


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 quarterly report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly 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 entitles, 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 function):




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.



By: /s/ Cale Thomas

------------------------------------

Name: Cale Thomas

Title:  Chief Financial Officer


Date:  March 16, 2016






Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Rise Resources Inc., (the “Company”) on Form 10-Q for the period ended January 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fred Tejada, Chief Executive 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.

this report fully complies with the requirements of Sections 13(a) or 15(d) of the 1934 Act, and


2.

the information contained in this report fairly presents, in all material respects, the registrant's financial condition and results of operations of the registrant.  


By: /s/ Fred Tejada

-----------------------------------

Name: Fred Tejada

Title:  Chief Executive Officer


Date: March 16, 2016






Exhibit 32.2



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Rise Resources Inc., (the “Company”) on Form 10-Q for the period ended January 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cale Thomas, 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.

this report fully complies with the requirements of Sections 13(a) or  15(d) of the 1934 Act, and


2.

the information contained in this report fairly presents, in all material respects, the registrant's financial condition and results of  operations of the registrant.  


By: /s/ Cale Thomas

------------------------------------

Name: Cale Thomas

Title:   Chief Financial Officer


Date: March 16, 2016








v3.3.1.900
Document and Entity Information - CAD
 6 Months Ended
Jan. 31, 2016
Mar. 16, 2016
Document And Entity Information    
Entity Registrant Name Rise Resources Inc.  
Entity Central Index Key 0001424864  
Document Type 10-Q  
Document Period End Date Jan. 31, 2016  
Amendment Flag false  
Current Fiscal Year End Date --07-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Public Float   CAD 0
Entity Common Stock, Shares Outstanding   31,346,993
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2016  


v3.3.1.900
BALANCE SHEETS - CAD
Jan. 31, 2016
Jul. 31, 2015
Current    
Cash CAD 467,436 CAD 18,000
Receivables CAD 10,902 4,941
Deferred financing costs 51,948
Total Current Assets CAD 478,338 74,889
Mineral property 20,000 20,000
Assets 498,338 94,889
Current    
Accounts payable and accrued liabilities 156,275 181,784
Loan from related parties 93,980 87,105
Total Current Liabilities 250,255 268,889
Stockholders' deficit    
Capital stock, $0.001 par value, 400,000,000 shares authorized; 31,346,993 (July 31, 2015 - 38,297,179) shares issued and outstanding 1,354,917 927,764
Additional paid-in-capital 323,650 268,402
Cumulative translation adjustment (166,144) (166,144)
Deficit (1,264,340) (1,204,022)
Total stockholders' deficit 248,083 (174,000)
Total liabilities and stockholders' deficit CAD 498,338 CAD 94,889


v3.3.1.900
BALANCE SHEETS (Parenthetical) - CAD / shares
Jan. 31, 2016
Jul. 31, 2015
Balance Sheets    
Common Stock, Par Value CAD 0.001 CAD 0.001
Common Stock, Shares Authorized 400,000,000 400,000,000
Common Stock, Shares Issued 31,346,993 38,297,179
Common Stock, Shares Outstanding 31,346,993 38,297,179


v3.3.1.900
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - CAD
 3 Months Ended 6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
EXPENSES        
Bad debt expense CAD 6,748
Consulting CAD 18,579 CAD 15,614 CAD 35,270 54,406
Filing and regulatory 14,771 8,360 19,953 12,941
Foreign exchange 8,062 (83,417) 8,853 (107,975)
Gain on settlement of payables (6,244) (2,269) (36,934) (2,269)
General and administrative 6,460 5,714 12,794 17,958
Professional fees 17,912 CAD 8,385 17,912 CAD 10,236
Promotion and shareholder communication 2,470 2,470
Income (loss) CAD (62,010) CAD 47,613 CAD (60,318) CAD 7,955
Cumulative impact of foreign exchange (101,123) (127,961)
Comprehensive income (loss) CAD (62,010) CAD (53,510) CAD (60,318) CAD (120,006)
Basic and diluted loss per common share CAD 0 CAD 0.06 CAD 0 CAD 0.01
Weighted average number of common shares outstanding 25,428,515 792,500 31,650,887 792,500


v3.3.1.900
STATEMENT OF CASH FLOWS (Unaudited) - CAD
 6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income (loss) for the period CAD (60,318) CAD 7,955
Items not involving cash    
Bad debt expense 6,748
Gain on settlement of payables CAD (36,934) (2,269)
Unrealized foreign exchange 6,945 (107,975)
Non-cash working capital item changes:    
Receivables CAD (5,961) (434)
Prepayments 3,836
Accounts payables and accrued liabilities CAD 15,347 210,387
Net cash provided by (used in) operating activities CAD (80,921) 118,248
CASH FLOWS FROM INVESTING ACTIVITY    
Loan receivable (6,748)
Advances payable 18,650
Net cash provided by (used in) investing activities CAD 11,902
CASH FLOWS FROM FINANCING ACTIVITIES    
Shares issued for cash CAD 605,000
Share issuance costs (122,599)
Net cash provided by financing activities CAD 530,357
Effect of foreign exchange on cash CAD (127,961)
Change in cash for the period CAD 449,436 2,189
Cash, beginning of period 18,000 79
Cash, end of period CAD 467,436 CAD 2,268
Interest
Income taxes


v3.3.1.900
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Unaudited) - CAD
Common Stock
Additional Paid-In Capital
Cumulative Translation Adjustment
Deficit
Total
Beginning Balance at Jul. 31, 2014 CAD 70,107 CAD 268,402 CAD (49,161) CAD (1,070,770) CAD (781,422)
Beginning Balance, in shares at Jul. 31, 2014 792,500        
Shares issued for cash        
Share issuance costs        
Cumulative translation adjustments CAD (127,961) CAD (127,961)
Loss for the period CAD 7,955 7,955
Ending Balance at Jan. 31, 2015 CAD 70,107 CAD 268,402 CAD (177,122) CAD (1,062,815) (901,428)
Ending Balance, in shares at Jan. 31, 2015 792,500        
Shares issued for cash CAD 210,000 210,000
Shares issued for cash, in shares 6,000,002        
Shares issued for debt CAD 647,657 647,657
Shares issued for debt, in shares 31,504,677        
Cumulative translation adjustments CAD 10,978 10,978
Loss for the period CAD (141,207) (141,207)
Ending Balance at Jul. 31, 2015 CAD 927,764 CAD 268,402 CAD (166,144) CAD (1,204,022) CAD (174,000)
Ending Balance, in shares at Jul. 31, 2015 38,297,179        
Shares surrender and cancellation CAD (13,000) CAD 13,000  
Shares surrender and cancellation. in shares (13,000,186)        
Shares issued for cash CAD 605,000 CAD 605,000
Shares issued for cash, in shares 6,050,000        
Share issuance costs CAD (164,847) CAD 42,248 (122,599)
Loss for the period CAD 60,318 (60,318)
Ending Balance at Jan. 31, 2016 CAD 354,917 CAD 323,650 CAD (166,144) CAD (1,264,340) CAD 248,083
Ending Balance, in shares at Jan. 31, 2016 31,346,993        


v3.3.1.900
NATURE AND CONTINUANCE OF OPERATIONS
 6 Months Ended
Jan. 31, 2016
Nature And Continuance Of Operations  
NATURE AND CONTINUANCE OF OPERATIONS
1.NATURE AND CONTINUANCE OF OPERATIONS

 

Atlantic Resources Inc. (the “Company”) was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. On January 14, 2015, the Company merged its wholly-owned subsidiary, Rise Resources Inc., a Nevada corporation, in and to the Company to effect a name change from Patriot Minefinders Inc. to Rise Resources Inc.  Rise Resources Inc. was formed solely for the purpose of effecting the change of name.  

 

On February 16, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares.  

 

On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange (“CSE”) on February 1, 2016.

 

The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities.  The accompanying financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business.  The Company has incurred a loss of $60,318 for the period ended January 31, 2016 and has accumulated a deficit of $1,264,340.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan, which is typical for a start-up company.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management of the Company (“management”) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Company’s obligations.  At January 31, 2016, the Company had working capital of $228,083.


v3.3.1.900
BASIS OF PREPARATION
 6 Months Ended
Jan. 31, 2016
Basis Of Preparation  
BASIS OF PREPARATION
2.BASIS OF PREPARATION

 

Generally Accepted Accounting Principles

 

The accompanying unaudited condensed interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for financial information with the instructions to Form 10-Q and Regulation S-K.  Results are not necessarily indicative of results which may be achieved in the future.  The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended July 31, 2015.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.

 

Change in Functional and Presentation Currency

 

The Company’s expenses and overheads are now primarily being incurred in Canadian Dollars (“CAD”) and it is anticipated that cash flows will continue to be primarily in CAD. Accordingly, the Company determined that effective August 1, 2015, the functional currency of the Company would change from the United States Dollar (“USD”) to CAD.

 

Effective August 1, 2015, the Company also changed its presentation currency from USD to CAD. As a result of changing the presentation currency, all the comparative assets and liabilities were translated using the closing rate at the balance sheet date, comparative equity were translated at the exchange rates at the dates of transaction and the statements of loss were translated at the average exchange rate for the period covered. All resulting change differences are recognized in the accumulated deficit in the balance sheets’ shareholders’ equity (deficiency) section. A change in presentation currency is accounted for as a change in accounting policy and is applied retrospectively, as if the new presentation currency had always been the presentation currency. Consequently, the comparatives for the year ended July 31, 2015 and as at July 31, 2015 have been restated to be presented in CAD. The exchange rates applied for translation purposes were as follows:

 

     
  Date or period Exchange rate
  As at July 31, 2015 1 CAD = 0.7703 USD
  For the year ended July 31, 2015 1 CAD = 0.8403 USD
  For the six month period ended January 31, 2015 1 CAD = 0.8807 USD

 

Recently Adopted and Recently Issued Accounting Standards

 

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  This ASU provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.

 

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”.  This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities.  The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.

 

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”.  This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments.  It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment.  The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.

 

Other than the above, the Company has determined that other significant newly issued accounting pronouncements and are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

 

Use of Estimates

 

The preparation of condensed interim financial statements in conformity with US GAAP 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.  Significant areas requiring the use of estimates include the valuation allowance applied to deferred income taxes and valuation of agent warrants.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.


v3.3.1.900
MINERAL PROPERTY OPTION
 6 Months Ended
Jan. 31, 2016
Extractive Industries [Abstract]  
MINERAL PROPERTY OPTION
3.MINERAL PROPERTY OPTION

 

Title to Mineral Properties

 

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at January 31, 2016, the Company does not hold titles to any mineral properties.

 

Indata, British Columbia

 

On May 18, 2015, the Company entered into an option agreement with Eastfield Resources Ltd., a British Columbia company with its common shares listed for trading on the TSX Venture Exchange under the symbol “ETF” (“Eastfield”), pursuant to which Eastfield granted the Company the exclusive and irrevocable right to acquire up to a 75% interest in and to certain claims in the Indata property located in the Omineca Mining Division in British Columbia, Canada.  In order to earn the initial 60% interest, the Company is required to pay Eastfield an aggregate of $350,000 ($20,000 paid) in cash and incur a minimum of $2,000,000 in aggregate exploration expenditures on the property by April 3, 2019.  In order to earn the additional 15% interest, the Company is required to pay Eastfield $100,000 cash within 90 days of earning the 60% interest and incur a further $500,000 in aggregate annual exploration expenditures on the property until such time as the Company is able to complete a feasibility study on the property.  As at January 31, 2016, the Company has incurred cumulative exploration expenditures of $5,000 on the Indata property.


v3.3.1.900
LONG-TERM RECEIVABLE AND CONTINGENCY
 6 Months Ended
Jan. 31, 2016
Debt Disclosure [Abstract]  
LONG-TERM RECEIVABLE AND CONTINGENCY
4.LONG-TERM RECEIVABLE AND CONTINGENCY

 

During the year ended July 31, 2014, the Company entered into a binding letter of intent (“LOI”) with Wundr Software Inc. (“Wundr”).  Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014.

 

On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the “Claim”) filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm.  None of the allegations contained in the Claim have been proven in court.  Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.


v3.3.1.900
SHARE EXCHANGE AGREEMENT
 6 Months Ended
Jan. 31, 2016
Notes to Financial Statements  
SHARE EXCHANGE AGREEMENT
5.SHARE EXCHANGE AGREEMENT AND LOAN RECEIVABLE

 

On May 23, 2014, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Juliet Press Inc., a private British Columbia, Canada corporation (“Juliet”), and the stockholders of Juliet (the “Juliet stockholders”), to acquire 100% of the issued and outstanding common stock of Juliet (the “Juliet Stock”). Pursuant to the Share Exchange Agreement, the Company was expected to issue 175,000 shares of common stock to the Juliet stockholders in consideration for Juliet Shares, resulting in Juliet becoming a wholly owned subsidiary of the Company.

 

During the year ended July 31, 2015, the Company advanced $6,748 (US$6,106) to Juliet as a loan, due on demand without interest.  Management has assessed the collectability of the loan and recorded an allowance for doubtful accounts of $6,748 for the year ended July 31, 2015.

 

On September 25, 2014, the Company, Juliet and Juliet stockholders mutually agreed in writing to terminate the Share Exchange Agreement.  


v3.3.1.900
RELATED PARTY TRANSACTIONS
 6 Months Ended
Jan. 31, 2016
Related Party Transactions  
RELATED PARTY TRANSACTIONS
6.RELATED PARTY TRANSACTIONS

 

Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company.  The remuneration of the key management personnel is as follows:

 

  a)Consulting fees of $15,000 (January 31, 2015 - $nil) to the CEO of the Company.

 

As at January 31, 2016, the Company has recorded loans from related parties of $93,980 (US$67,100) (July 31, 2015 - $87,105 or US$67,100) representing advances made by two former directors and officers. The advances are due on demand without interest. During the period ended January 31, 2016, $51,132 (US$36,600) of these loans were assigned to a company controlled by a director of the Company and $41,000 was repaid subsequent to period end.

 

As at January 31, 2016, included in due to related parties is $31,065 (July 31, 2015 - $11,313) in accounts and advances payable and accrued liabilities to current and former officers and companies controlled by directors and officers of the Company.  Of this amount, $1,208 (July 31, 2015 - $604) represents advances made by Skanderbeg Capital Partners Inc. (“Skanderbeg”), a company that advises the Company’s management and does promotional work for the Company.  Skanderbeg made payments on behalf of the Company until such time as the Company was able to complete a financing.

 

Included in general and administration expenses for the period ended January 31, 2016 is rent of $3,450 (January 31, 2015 - $2,000) paid to Skanderbeg.

 


v3.3.1.900
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
 6 Months Ended
Jan. 31, 2016
Capital Stock And Additional Paid-in-capital  
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
7.CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL

 

On February 11, 2015, the Company entered into debt conversion agreements with five investors pursuant to which such investors agreed to convert an aggregate of $400,000 in debt into 20,000,000 shares of the Company’s common stock at a price of $0.02 per share.

 

On March 31, 2015, the Company entered into debt conversion agreements with 13 investors pursuant to which such investors agreed to convert an aggregate of $206,675 in debt into 10,333,771 shares of the Company’s common stock at a price of $0.02 per share.  These shares were formally issued on April 9, 2015.

 

On April 23, 2015, the Company entered into debt conversion agreements with two investors pursuant to which such investors agreed to convert an aggregate of $40,982 in debt into 1,170,906 shares of the Company’s common stock at a price of $0.035 per share.

 

On April 23, 2015, the Company completed a non-brokered private placement, issuing an aggregate of 6,000,002 shares of common stock to six investors at a price of $0.035 per share for gross proceeds of $210,000.

 

On October 28, 2015, pursuant to a share surrender and cancellation agreement, the Company cancelled 13,000,186 shares of common stock surrendered to the Company, originally issued through the debt conversion agreements on February 11, 2015 and March 31, 2015.

 

On January 29, 2016, the Company completed an initial public offering, issuing an aggregate of 6,050,000 shares of common stock at a price of $0.10 per share for gross proceeds of $605,000.  In connection with the offering, the Company paid a cash commission of $48,400 and issued 484,000 agent warrants valued at $42,248 (discount rate – 0.43%, volatility – 215.3%, expected life – 2 years, dividend yield – 0%), exercisable at $0.10 per share for period of 24 months.  The Company also paid the agent a corporate finance fee of $25,000 and other share issuance costs of $49,199.


v3.3.1.900
SEGMENTED INFORMATION
 6 Months Ended
Jan. 31, 2016
Segmented Information  
SEGMENTED INFORMATION
8.SEGMENTED INFORMATION

 

The Company has one reportable segment, being the acquisition of exploration and evaluation assets located in British Columbia, Canada.


v3.3.1.900
BASIS OF PREPARATION (Policies)
 6 Months Ended
Jan. 31, 2016
Basis Of Preparation Policies  
Generally accepted accounting principles

Generally Accepted Accounting Principles

 

The accompanying unaudited condensed interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for financial information with the instructions to Form 10-Q and Regulation S-K.  Results are not necessarily indicative of results which may be achieved in the future.  The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended July 31, 2015.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.
Change in Functional and Presentation Currency

Change in Functional and Presentation Currency

 

The Company’s expenses and overheads are now primarily being incurred in Canadian Dollars (“CAD”) and it is anticipated that cash flows will continue to be primarily in CAD. Accordingly, the Company determined that effective August 1, 2015, the functional currency of the Company would change from the United States Dollar (“USD”) to CAD.

 

Effective August 1, 2015, the Company also changed its presentation currency from USD to CAD. As a result of changing the presentation currency, all the comparative assets and liabilities were translated using the closing rate at the balance sheet date, comparative equity were translated at the exchange rates at the dates of transaction and the statements of loss were translated at the average exchange rate for the period covered. All resulting change differences are recognized in the accumulated deficit in the balance sheets’ shareholders’ equity (deficiency) section. A change in presentation currency is accounted for as a change in accounting policy and is applied retrospectively, as if the new presentation currency had always been the presentation currency. Consequently, the comparatives for the year ended July 31, 2015 and as at July 31, 2015 have been restated to be presented in CAD. The exchange rates applied for translation purposes were as follows:

 

Date or period Exchange rate
As at July 31, 2015 1 CAD = 0.7703 USD
For the year ended July 31, 2015 1 CAD = 0.8403 USD
For the six month period ended January 31, 2015 1 CAD = 0.8807 USD
Recently Adopted and Recently Issued Accounting Standards

Recently Adopted and Recently Issued Accounting Standards

 

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  This ASU provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.

 

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”.  This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities.  The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.

 

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”.  This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments.  It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment.  The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.  The Company is currently evaluating the impact of adoption of this standard.

 

Other than the above, the Company has determined that other significant newly issued accounting pronouncements and are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.
Use of Estimates

Use of Estimates

 

The preparation of condensed interim financial statements in conformity with US GAAP 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.  Significant areas requiring the use of estimates include the valuation allowance applied to deferred income taxes and valuation of agent warrants.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.


v3.3.1.900
BASIS OF PREPARATION (Tables)
 6 Months Ended
Jan. 31, 2016
Basis Of Preparation Tables  
Schedule of Exchange Rates Applied for Translation Purposes
Date or period Exchange rate
As at July 31, 2015 1 CAD = 0.7703 USD
For the year ended July 31, 2015 1 CAD = 0.8403 USD
For the six month period ended January 31, 2015 1 CAD = 0.8807 USD


v3.3.1.900
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - CAD
 3 Months Ended 6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
Nature And Continuance Of Operations Details Narrative        
Loss for the period CAD (62,010) CAD (53,510) CAD (60,318) CAD (120,006)
Deficit accumulated during exploration stage 1,264,340   1,264,340  
Working capital deficiency CAD 228,083   CAD 228,083  


v3.3.1.900
SHARE EXCHANGE AGREEMENT (Details Narrative) - CAD
 3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jan. 31, 2016
Jan. 31, 2015
Jul. 31, 2015
Debt Disclosure [Abstract]          
Bad debt expense CAD 6,748 CAD 6,748


v3.3.1.900
RELATED PARTY TRANSACTIONS (Details Narrative) - CAD
 6 Months Ended
Jan. 31, 2016
Jan. 31, 2015
Jul. 31, 2015
Chief Executive Officer [Member]      
Related Party Transactions (Textual) [Abstract]      
Consulting fees CAD 15,000 CAD 0  
Former Director [Member]      
Related Party Transactions (Textual) [Abstract]      
Due to related parties 93,980   CAD 87,105
Management [Member]      
Related Party Transactions (Textual) [Abstract]      
Due to related parties 31,065   11,313
Skanderbeg [Member]      
Related Party Transactions (Textual) [Abstract]      
Due to related parties 1,208   CAD 604
Rent CAD 3,450 CAD 2,000  


v3.3.1.900
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details Narrative) - CAD
Apr. 23, 2015
Mar. 31, 2015
Feb. 11, 2015
Jan. 31, 2016
Jul. 31, 2015
Par value per share       CAD 0.001 CAD 0.001
Investor [Member]          
Value converted into debt CAD 40,982 CAD 206,675 CAD 400,000    
Shares Converted 1,170,906 10,333,771 20,000,000    
Par value per share CAD .035 CAD .02 CAD .02    
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