UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Quarterly Period Ended ~~September~~March 3031, ~~2016~~2017

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

Commission File Number: 333-202294

INTELLIGENT CLOUD RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Intelligent Cloud Resources, Inc.

~~8717~~6418 N.Ambrosia ~~Mattox Rd~~Dr., ~~C198~~#5301

~~Kansas~~San ~~City~~Diego, MOCA, ~~64154~~ 92124

(Address of principal executive offices) (Zip Code)

(647) 478-6385

(Registrant’s telephone number, including area code)

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

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 filer, or an emerging growth company filer. See definition of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company Emerging growth company ☐ ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

As of ~~November~~May 712, ~~2016~~2017, the registrant had 9093,~~866~~522,~~665~~660 shares of its common stock outstanding.

INTELLIGENT CLOUD RESOURCES, INC.

QUARTERLY REPORT ON FORM 10-Q

~~September~~March 3031, ~~2016~~2017

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		1
Item 1.	~~Condensed~~Unaudited Financial Statements ~~(Unaudited)~~	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	128
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1819
Item 4.	Controls and Procedures	1819
PART II - OTHER INFORMATION		1920
Item 1.	Legal Proceedings	1920
Item 1A.	Risk Factors	1920
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1920
Item 3.	Defaults Upon Senior Securities	1920
Item 4.	Mine Safety Disclosure	1920
Item 5.	Other Information	1920
Item 6.	Exhibits	1920
SIGNATURES		2021

PART I – FINANCIAL INFORMATION

~~Condensed~~Item ~~Interim~~1. Financial Statements ~~(Unaudited)~~.

Financial Statements

INTELLIGENT CLOUD RESOURCES INC.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017

~~Condensed Interim~~ Financial Statements ~~(Unaudited)~~

Condensed Balance Sheets	3
Unaudited Balance Sheets	3
Condensed Statements of Operations and Comprehensive Loss	4 - 5
Unaudited Statements of Operations and Comprehensive Loss	4
Condensed Statements of Cash Flows	6
Unaudited Statements of Cash Flows	5
Notes to the Condensed Interim Financial Statements	7 - 11
Notes to Unaudited Financial Statements	6 - 7

INTELLIGENT CLOUD RESOURCES, INC.

~~CONDENSED~~ BALANCE SHEETS

As at September 30, 2016 and December 31, 2015
	September 30,			December 31,
	2016			2015
	Unaudited			Audited
	$			$
CURRENT ASSETS
Cash		28,091			74,639
Total current assets		28,091			74,639
TOTAL ASSETS		28,091			74,639
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Due to stockholders [Note 7]		22,152			4,849
Due to a related party [Note 7]		980			980
Accrued and other liabilities		19,512			76,331
Total current liabilities		42,644			82,160
Convertible promissory notes [Note 4]		—			92,569
Derivative liability [Note 5]		—			2,578
TOTAL LIABILITIES		42,644			177,307
STOCKHOLDERS' DEFICIENCY
Authorized:
100,000,000 common stock, par value $0.001
Issued and outstanding:
90,866,665 common stock at $0.001 as at September 30, 2016 (December 31, 2015: 90,000,000) [Note 6]		90,866			90,000
Additional paid-in capital		64,397			(71,838	)
Accumulated Deficit		(169,885	)		(120,811	)
Accumulated other comprehensive income		69			(19	)
Total stockholders' deficiency		(14,553	)		(102,668	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		28,091			74,639

(Unaudited)

Going concern (Note 2)

	March 31			December 31
	2017			2016
	$			$
CURRENT ASSETS
Cash		73,908			27,643
Prepaid expenses [Note 5]		98,457			90,090
Total current assets		172,365			117,733
TOTAL ASSETS		172,365			117,733

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Due to a related party [Note 5]		2,764			1,797
Cash advances for shares to be issued [Note 4]		—			14,978
Accrued and other liabilities		48,229			60,570
Total current liabilities		50,993			77,345

TOTAL LIABILITIES		50,993			77,345

STOCKHOLDERS’ DEFICIENCY
Authorized:
100,000,000 common stock, par value $0.001
Issued and outstanding:
93,522,660 common stock at $0.001 as at March 31, 2017 (December 31, 2016: 92,279,327) [Note 4]		93,522			92,279
Additional paid-in capital		613,092			427,835
Accumulated Deficit		(585,176	)		(479,795	)
Accumulated other comprehensive income		(66	)		69
Total stockholders’ deficiency		121,372			40,388
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		172,365			117,733

Subsequent events (Note 8)

See accompanying notes

INTELLIGENT CLOUD RESOURCES, INC.

~~CONDENSED~~ STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS ~~(Unaudited)~~

For the three months ended September 30, 2016 and 2015
	Three months			Three months
	ended			ended
	September 30, 2016			September 30, 2015
	$			$
REVENUE	—			—
EXPENSES
Legal fees		3,100			—
Salaries and wages		4,500			—
Audit and accounting fees		4,042			2,123
Other professional fees		2,130			1,200
Interest and bank charges		4,090			69
General Expenses		200			—
Change in fair value of derivatives [Note 5]		(15,329	)		—
Total expenses		2,733			3,392
Net loss for the period before income taxes		(2,733	)		(3,392	)
Income taxes		—			—
Net loss for the period		(2,733	)		(3,392	)
Foreign currency translation adjustment		10			(31	)
COMPREHENSIVE LOSS		(2,723	)		(3,423	)
Loss per share, basic and diluted		(0.0000	)		(0.0000	)
Weighted average number of common stock outstanding, basic and diluted		90,009,420			90,000,000

(Unaudited)

	Three Months ended			Three Months ended
	March 31,			March 31,
	2017			2016
	$			$

REVENUE		—			900

OPERATING EXPENSES
Advertising and Promotion [Note 5]		55,935			—
Marketing expense		6,433			—
Legal fees		5,520			6,045
Management fees		19,500			4,559
Audit and accounting fees		4,974			4,346
Other professional fees		12,630			2,708
General Expenses		—			494
Total Operating Expenses		104,992			18,152

Loss from operations		(104,992	)		(17,252	)

Other Income (expense)
Interest and bank charges		389			2,889
Gain (loss) change in fair value of derivative liabilities		—			858
Loss of conversion of debt		—			—
Total other (expenses)		389			3,747

Income taxes		—			—
Net loss for the year/period		(105,381	)		(20,999	)
Foreign currency translation adjustment		(135	)		79
COMPREHENSIVE LOSS		(105,516	)		(20,920	)

Loss per share, basic and diluted		(0.0011	)		(0.0002	)

Weighted average number of common stock outstanding, basic and diluted		92,949,475			90,000,000

See accompanying notes

INTELLIGENT CLOUD RESOURCES, INC.

~~CONDENSED~~STATEMENTS ~~STATEMENT~~ OF ~~OPERATIONS~~CASH ~~AND~~FLOWS ~~COMPREHENSIVE LOSS (Unaudited)~~

For the nine months ended September 30, 2016 and 2015
	Nine months			Nine months
	ended			ended
	September 30, 2016			September 30, 2015
	$			$
REVENUE		900			—
EXPENSES
Legal fees		9,145			7,025
Salaries and wages		13,559			—
Audit and accounting fees		11,650			6,071
Other professional fees		7,604			3,228
Interest and bank charges		9,900			221
General Expenses		694
Change in fair value of derivatives [Note 5]		(2,578	)		—
Total expenses		49,974			16,545
Net loss for the period before income taxes		(49,074	)		(16,545	)
Income taxes		—			—
Net loss for the period		(49,074	)		(16,545	)
Foreign currency translation adjustment		88			(39	)
COMPREHENSIVE LOSS		(48,986	)		(16,584	)
Loss per share, basic and diluted		(0.0005	)		(0.0002	)
Weighted average number of common stock outstanding, basic and diluted		90,003,163			90,000,000

(Unaudited)

	Three Months ended			Three Months ended
	March 31,			March 31,
	2017			2016
	$			$

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		(105,381	)		(20,999	)
Adjustments to reconcile net loss to net cash used in operating activities
Amotization of debt discount		—			428
(Gain) Loss on change in fair value of derivatives		—			858
Changes in operating assets and liabilities:
Prepaid expenses		(8,367	)		—
Accounts payable and accrued liabilities		(12,319	)		(51,647	)
Due to a related party		967			—
Net cash used in operating activities		(125,100	)		(71,360	)

INVESTING ACTIVITIES
Due from stockholders		—			—
Cash used in investing activities		—			—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock / stock subscriptions		171,500			—
Due to a stockholder		—			1,970
Net cash provided by financing activities		171,500			1,970

Net (decrease) increase in cash during the year/period		46,400			(69,390	)

Effect of foreign currency translation		(135	)		79

Cash, beginning of the period		27,643			74,639
Cash, end of the period		73,908			5,328

Non Cash Transactions
Stock issued for advance		15,000			—

See accompanying notes

INTELLIGENT CLOUD RESOURCES, INC.

~~CONDENSED~~Notes ~~STATEMENT~~to OFthe ~~CASH~~Financial ~~FLOWS (Unaudited)~~Statements

For the nine months ended September 30, 2016 and 2015
	Nine months			Nine months
	ended			ended
	September 30, 2016			September 30, 2015
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		(49,074	)		(16,545	)
Interest expense - accretion of convertible notes		2,431			—
Change in fair value of derivatives		(2,578	)		—
Interest accrued on notes converted into stock		7,131
Changes in operating assets and liabilities:
Prepaid expenses		—			(310	)
Accounts payable and accrued liabilities		(56,819	)		10,153
Net cash used in operating activities		(98,909	)		(6,702	)
INVESTING ACTIVITIES
Due from stockholders		—			3,375
Cash used in investing activities		—			3,375
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock		34,970			—
Due to a stockholder		17,303			3,151
Net cash provided by financing activities		52,273			3,151
Net (decrease) increase in cash during the year/period		(46,636	)		(176	)
Effect of foreign currency translation		88			(39	)
Cash, beginning of the period		74,639			991
Cash, end of the period		28,091			776
Cash paid for interest		nil			nil
Cash paid for taxes		nil			nil

(Unaudited)

See accompanying notes

INTELLIGENT CLOUD RESOURCES, INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

NATURE OF OPERATIONS

Intelligent Cloud Resources Inc. (the “Company”) was incorporated on March 27, 2014 in the state of Nevada. The Company is engaged in providing IT solutions, ~~and~~ Cloud based and telecommunication services. The Company’s principal place of business is located at ~~8717~~6418 N.Ambrosia ~~Mattox Rd~~Dr., ~~C198,~~Suite ~~Kansas~~5301 ~~City~~San Diego, ~~MO 64154~~California.

GOING CONCERN

These ~~condensed~~unaudited interim financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and ~~the~~has not yet established a history of revenue producing activities which raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these ~~condensed~~ interim financial statements.

These interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset ~~amounts~~ amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited ~~condensed~~ interim financial statements have been prepared in accordance with accounting principles generally ~~accepted~~ accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited ~~condensed~~ interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited ~~condensed interim~~ interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending ~~December~~ December 31, ~~2016~~2017 or for any other interim period. The unaudited ~~condensed~~ interim financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, ~~2015~~2016.

The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar.

INTELLIGENT CLOUD RESOURCES, INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of the ~~condensed~~ interim financial statements in conformity with US GAAP requires management to make estimates and ~~assumptions~~ assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~condensed~~ interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include accruals, going concern assessment, ~~valuation of embedded derivatives within convertible promissory notes~~ and valuation allowance for deferred tax asset. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

~~Revenue~~Reclassification ~~recognition~~of comparative figures

~~Revenues~~Certain ~~from services are recognized when persuasive evidence~~ of anthe ~~arrangement~~prior ~~exists,~~period ~~the~~figures ~~services~~ have been ~~performed,~~reclassified ~~the~~to ~~amount~~align ~~is fixed~~with ~~and~~Management’s ~~determinable,~~current ~~and~~view ~~collection~~of isthe ~~reasonably~~Company’s ~~assured.~~operations

~~Recently Issued Accounting Standards~~6

~~The~~INTELLIGENT ~~Company~~CLOUD ~~evaluated~~RESOURCES all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the CompanyINC.

4.Notes to ~~CONVERTIBLE~~the ~~PROMISSORY~~Financial ~~NOTES~~Statements

~~During the year ended December 31, 2015, the Company entered into convertible promissory note agreements~~ (~~the “Agreements”~~Unaudited) with certain investors (referred to as the "the Holders" or “Mini Investors”), whereby the Company issued Convertible Notes (the “Convertible Notes" or “Notes”) in various principal amounts. The notes would bear an interest rate of 10% per annum. Under the convertible note agreements, the lender had the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of the Company's common stock. The lender exercised this right on September 30, 2016.

84. STOCKHOLDERS’ EQUITY

INTELLIGENT CLOUD RESOURCES, INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

4. CONVERTIBLE PROMISSORY NOTES (continued)

The key terms/features of the Mini Investors Convertible Notes were as follows:

1. The Holders had the right from and after the date of issuance, and until any time the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non–assessable shares of Common Stock (par value $.0001).

2. The Notes were convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low VWAP (default condition).

3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%.

4. The Notes could be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes.

5. In the event of default the Convertible Notes would bear interest at 10% per annum and a 0% penalty rate.

These Convertible Notes, together with interest accrued on these notes, were converted into 633,332 shares of the Company on September 30, 2016.

Outstanding convertible promissory notes as at September 30, 2016 and December 31, 2015 were as follows:

Promissory notes issued during 2015	$	95,000
Discount recognized due to embedded derivatives		(2,467	)
Accretion on notes		36
Accreted value of notes as at December 31, 2015		92,569
Accretion on notes during period ended September 30, 2016		2,431
Notes converted during period ended September 30, 2016		(95,000	)
Accreted value of notes as at September 30, 2016		-

The embedded conversion features and reset feature in the notes were accounted for as a derivative liability based on FASB guidance (also refer note 5).

The details of the convertible promissory notes issued are as follows:

Issue date

Maturity date

Note amount $

Interest rate per annum

Conversion rate

December 8, 2015

May 8, 2017

25,000

Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition)

December 30, 2015

May 31, 2017

70,000

Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition)

95,000

Interest expense for the Nine-month period ended September 30, 2016 recognized on these convertible promissory notes amounts to $7,131 included in interest and bank charges in the statements of operations. The interest payable was also converted, together with the principal, into shares of the Company on September 30, 2016.

INTELLIGENT CLOUD RESOURCES, INC.

Notes to the Condensed Interim Financial Statements (Unaudited)

5. DERIVATIVE LIABILITIES

Debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The fair value of the Convertible Notes embedded derivatives as of September 30, 2016 are:

	Dec 31, 2015		June 30, 2016		Sept 30, 2016
Notes face value	$	95,000	$	95,000	$	-
Derivative value		2,578		15,329		-
Change in fair value during the period				12,751		(15,329	)

A multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities as at December 31, 2015, using the following assumptions:

Assumptions	December 31, 2015
Dividend yield		0.00	%
Risk-free rate for term		0.65	%
Volatility		182.5	%
Maturity dates		1.35-1.42 years
Stock Price	$	0.046

6. STOCKHOLDERS’ EQUITY

COMMON STOCK - AUTHORIZED

As at ~~September~~March 3031, ~~2016~~2017, the Company is authorized to issue 100,000,000 shares of common stock, with par value of $0.001.

COMMON STOCK - ISSUED AND OUTSTANDING

~~Effective~~During ~~August 31, 2016,~~ the ~~Board~~three ofmonth ~~Directors~~period ~~and~~ended ~~Shareholders~~March of31, 2017, the Company ~~approved~~issued ~~a Certificate of Amendment to its Articles of Incorporation for a~~ 1~~:15 forward split. As a result~~,243,333 ~~the issued and outstanding~~ shares of common stock, ofincluding ~~the~~1,143,333 ~~Company~~shares ~~increased~~for ~~from 6~~$171,~~000,000~~500 ~~shares~~in ~~prior~~cash to ~~the~~investors ~~Forward~~in ~~Split~~a toprivate 90placement and 100,000~~,000~~ shares ~~following~~against ~~the~~$15,000 ~~Forward~~cash ~~Split.~~advances ~~Prior~~received ~~year~~during ~~numbers~~the ~~have been~~fiscal ~~restated~~year ~~from~~ended ~~the~~December ~~earliest period presented~~31, ~~to reflect the effect of the forward split~~2016.

~~During~~As ~~the~~of ~~Nine-month~~March ~~period ended September 30~~31, ~~2016~~2017, ~~the~~there ~~Company~~were ~~issued 633~~93,~~332~~522,660 shares of common stock toissued ~~holders~~and ofoutstanding ~~convertible~~(December ~~notes on conversion of the notes and 233~~31,~~333~~ ~~shares~~2016 to- ~~mini investors for cash consideration of $34~~92,~~970~~279,327).

AtAs ~~September~~of 30March 31, ~~2016~~2017, ~~there~~the ~~were~~Company ~~90,866,665~~has ~~shares~~no ofcash advances for common ~~stock~~shares ~~issued~~to ~~and~~be ~~outstanding~~issued (December 31, ~~2015~~2016 - 90$14,~~000,000~~978).

105. RELATED PARTY TRANSACTIONS AND BALANCES

~~INTELLIGENT~~Transactions ~~CLOUD~~are ~~RESOURCES~~considered to be related party transactions if management has the ability to exercise significant control through its ownership of shares and presence on the board of directors. Transactions with related parties are in the normal course of operations and are recorded at the exchange amount, ~~INC~~which is the amount of consideration established and agreed upon by the related parties. The amounts due to shareholders and other related party are unsecured, non-interest bearing and are payable on demand.

~~Notes~~As toof February 2017, Christopher Pay has been appointed Director of the ~~Condensed~~Company. ~~Interim~~Christopher ~~Financial~~Pay ~~Statements~~is also the CEO of Mobile Lads and 2440499 Ontario Inc is a wholly owned subsidiary of Mobile Lads.. Prepaid expenses include $90,090 for purchase of inventory (~~Unaudited~~December 31, 2016 - $90,090).

7.There were ~~RELATED~~also ~~PARTY~~advertising ~~TRANSACTIONS~~and ~~AND~~promotion ~~BALANCES~~expenses of $55,935 related to payments made to Mobile Lads and 2440499 Ontario Inc under agreements.

~~Transactions~~As ~~are considered to be related party transactions if management has the ability to exercise significant control through its ownership~~ of ~~shares~~March ~~and~~31, ~~presence on the board of directors. Transactions with related parties are in the normal course of operations and are recorded at the exchange amount~~2017, ~~which is~~ the ~~amount~~balance ~~of consideration established and agreed upon by the related parties. The amounts~~ due to ~~stockholders and a~~ related party ~~are~~is ~~unsecured~~$2,764 ~~non-interest~~(December ~~bearing~~31, ~~and~~2016 ~~are~~- ~~payable on demand~~$1,797).

8.There is ~~SUBSEQUENT~~no ~~EVENTS~~rent paid and rent is offered for free by the CEO of the Company.

~~The Company’s~~6. ~~management~~SUBSEQUENT has evaluated subsequent events up to November 7, 2016, the date the condensed interim financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no material subsequent events to report.EVENTS

11As of May 14, 2017, expenses paid on behalf of the Company by the CEO of the Company amount to $ 4,527

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

The information set forth in this Management'’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Quarterly Report.

US Dollars are denoted herein by “USD”, "“$"” and "“dollars"”.

Overview

Intelligent Cloud Resources Inc. (“Intelligent Cloud”) was incorporated on March 27, 2014 under the laws of the State of Nevada as a development stage company. The Company aims to offer cloud enabler and cloud broker services to small and medium sized organizations in Canada and plans to expand to such organizations in the United States in the future. The Company has a strong development team who can build all types of applications on cloud computing and can perform cloud enabler and cloud broker services. Intelligent Cloud Resources will help businesses to break away all of the barriers associated with installing software on to physical hardware by making the software ~~available~~ from anywhere on the globe. For those enterprises that have security concerns for deploying their ~~applications~~ applications on a public cloud, the Company can also build a private cloud accessible to only those persons who work within the organization. The launch of the Fonia “All Access Mobile” platform will be a powerful consumer oriented addition to Intelligent Cloud Resources’ product offering.

As of the date of this ~~prospectus~~annual report, neither our website nor any other application has been developed to the point that we can describe specifically its nature or its scope. We have started generating minimal revenue and anticipate an increase in revenue from the sale of our cloud services to companies. Specifically, Intelligent Cloud plans to offer the best quality cloud computing services to the SME (small and medium-sized enterprises) sector of Canada for a monthly service charge and eventually expand such services to this sector in the United States.

128

As of the date of this prospectus, the amounts of the prices for our range from $500 and up depending on the complexity of the software. As our platform and services are developed, we will adjust the prices based upon our costs, the prices of competing services and the terms of the contract with our clients.

We have limited operational history. We have not yet generated significant revenue and we continue to incur substantial operating loss and an accumulated deficit. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, our cloud services, website and other applications, and ultimately, achieve profitable operations.

We are currently a development stage company and have just started generating minimal revenue. We do not currently engage in significant business activities that provide cash flow. The contracts we have secured are expected to be an assessment of our current capabilities and will help us determine factors such as how many hours are put in and whether or not we should adjust our prices accordingly. ~~These contracts are still in progress, and are proving to be beneficial and informative experiences.~~ We may require additional capital to implement our business and fund our operations. See “Management’s Discussion and Analysis” on page 10.

The Company’s fiscal year end is December 31. The Company’s principal executive office and mailing address is ~~8717~~6418 N.Ambrosia ~~Mattox Rd~~Dr., ~~C198~~#5301, ~~Kansas~~San ~~City~~Diego, MOCA, ~~64154~~92124. Our telephone number is (647) 478-6385.

Our Business

~~Plan~~The Company intends to offer cloud-enabler and cloud broker services mainly to small and medium sized organizations in Canada. The Company plans to hire a strong development team who can build all types of ~~Operations~~applications on cloud computing and can perform cloud enabler and cloud broker services. Intelligent Cloud Resources will help businesses to break away all of the barriers associated with installing software on to physical hardware by making the software available from anywhere on the globe. For those enterprises that have security concerns for deploying their applications on a public cloud, the Company also plans to build a private cloud accessible to only those persons who work within the organization. The launch of the Fonia “All Access Mobile” platform will be a powerful consumer oriented addition to Intelligent Cloud Resources’ product offering.

Intelligent Cloud ~~has~~will ~~not~~offer ~~had~~enormous ~~significant~~advantages ~~revenues~~over ~~generated~~traditional ~~from~~ways ~~its~~of ~~business~~managing ~~operations~~information ~~since~~on ~~inception.~~the ~~Intelligent~~customer ~~Cloud~~local ~~expects~~desktop ~~that~~or in a LAN. ~~the~~An ~~revenues~~important ~~generated~~advantage ~~from~~involves ~~its~~better ~~business~~access ~~for~~to the ~~next~~data 12and ~~months~~improved ~~will~~reliability ~~not~~and robustness. Data in the cloud can be ~~enough~~easily mirrored ~~for~~and ~~its~~backed ~~required~~up ~~working~~in ~~capital.~~multiple ~~Until~~geographical ~~Intelligent Cloud~~locations, giving customers far higher reliability even if one server location is ~~able~~affected due to ~~generate~~natural ~~any~~or ~~consistent~~man-made ~~and~~disasters. ~~significant~~There ~~revenue~~is italso ~~may~~a begreat ~~required~~advantage of scalability because companies can instantly add new servers and disc spaces to ~~raise~~their ~~additional~~infrastructure ~~funds~~if bya website gets a lot of hits. Thus, Intelligent Cloud computing is a way of ~~equity~~utilizing computing infrastructure – applications, data storage, and accounting – on the Internet, allowing oraccess ~~debt~~to ~~financing~~the data and applications from multiple locations. The following are the key features of Intelligent Cloud computing:

At☐ Server ~~any~~Virtualization ~~phase, if Intelligent Cloud finds that it does not have adequate funds to complete a phase, it may have to suspend its operations~~ and ~~attempt to raise more money so it can proceed with its business operations~~Consolidation. If Intelligent Cloud cannot raise the capital to proceed it may have to suspend operations until it has sufficient capital. Intelligent Cloud expects to raise the required funds for the next 12 months with equity or debt financing.

~~During~~☐ Network ~~the~~Virtualization ~~next 12 months, management anticipates spending approximately $420,000 on the development, marketing~~ and ~~sales~~optimizing ~~of the Technology~~Storage. ~~Intelligent Cloud anticipates a product launch in 2017.~~

☐ Scalability.

☐ High Availability.

☐ Efficient Backup.

☐ On Demand Provisioning.

☐ Management and Automation.

☐ Less CAPEX High ROI

The team of Intelligent Cloud Resources has experts who will guide its customers through the right process for the migration and will provide hand holding support to them during the entire process and will help them tap the full power of the cloud.

As of the date of this Annual Report, our cloud enabler and cloud broker services have not been fully developed and we have not received significant revenue from the sale of our cloud services. Specifically, customers will be charged a customized fee to develop their cloud platform for a fee of between $500 and $2,000. Customers will also pay us a monthly hosting fee of between $20 and $50.

Prior to filing this Annual Report, we entered into contracts with two clients under which we will provide cloud computing services for 6 months. We will work directly with the clients to design customized internal databases for their companies. The fees to the Company under the terms of these contract are $500 and $400.

The team of experts that Intelligent Cloud Resources plans to hire will be competitive enough to manage the IT infrastructure of small, medium, multinationals and large companies and enterprises and would perform the services in the following major areas:

●

Cloud Migration - Migrating to the cloud is a complex task and it requires careful planning and analysis of data storage and application requirements. Intelligent Cloud Resources would help to develop the right migration strategy and migrate the clients’ data and processes to the cloud with the least amount of service disruption.

●

Infrastructure Management - The Company’s team of engineers would assist the clients’ developers in setting up the production environment, managing the release schedules and getting the infrastructure configured.

●

VoIP Solution on Cloud - For businesses providing enterprise-grade VoIP solutions it is imperative that they cut their infrastructure costs while working to improve their reliability. Cloud computing can pair up with VoIP to offer a quality and reliable voice solution at an affordable price. Intelligent Cloud Resources team will setup VoIP infrastructure on the cloud.

●

Cloud Management - Cloud management is a set of approaches and technologies that lets the client leverage the full power of the cloud. Intelligent Cloud Resources would provide the tools and support to maintain a 24/7 uptime with proper disaster planning and a solution that will satisfy the security compliance requirements.

●

Application Development - Application development on the cloud is quite different from application development involving a single server. Intelligent Cloud Resources would plan and design the whole application with the cloud in mind and will the clients scale application in a big way.

●

Cloud Enablement - The cloud enablement service of Intelligent Cloud Resources will be designed to help in developing the right cloud strategy that has a sound business footing. It will help to understand the flexibility, reliability and scalability, cloud computing can provide with various data points and technical support to choose the right approach in migrating to servers and applications to the cloud.

As of the date of this Annual Report, the amounts of the prices for our products have not been determined. As our technology is further developed and completed, we will determine the prices based upon our costs, the prices of competing products and the terms of the contract with our clients.

At any phase, if we find that we do not have adequate funds to complete a phase, we may have to suspend its operations and attempt to raise more money so we can proceed with the business operations. If we cannot raise the capital to proceed we may have to suspend operations until we have sufficient capital. We expect to raise the required funds for the next 12 months with equity or debt financing.

To become profitable and competitive, we need to develop and advance the technology to a point where it can be sold commercially. To achieve this goal, management has prepared the following phases for its plan of operation for the next 12 months.

Phase 1 - Develop the Technology (12 months)

Intelligent Cloud Resources has planned to perform the services in two major areas (i) Cloud Broker Services (ii) Cloud Enabler Services. Intelligent Cloud Resources would help its clients in the following manner:

●

Developing private clouds and to determine hardware procurements

●

Identifying the right cloud technology

●

Implementing IT

●

Migrating existing applications and services to the cloud environment

●

Documenting the procedure and training in-house staff

Intelligent Cloud Resources would also help customers migrate their applications or servers which are running on traditional hardware to move to Amazon AWS or Rackspace and will provide consultation services and technical services for doing this migration. For cloud enablement, we have implemented open source cloud technologies for the private cloud, which can compete with the licensed and costly cloud technologies. Currently many licensed cloud technologies are creating a vendor lock-in for the enterprises, which would need customers to pay hefty amount for the licenses and support.

Expansion Plan

The Company will undergo an aggressive expansion after the successful execution of the initial Phase 1. The business will be expanded in four steps. In the first phase, the Company will focus on the Toronto area. In the second phase, the Company will move to the Ottawa, Ontario and Winnipeg areas, and then throughout the Canada in the next phase. In the fourth phase, the Company will expand into the United States. The time spam for moving one phase to other depends on the market scenario and overall performance of the Company.

Cloud Broker Services

It can be a difficult task for a business to choose the right cloud provider. Intelligent Cloud Resources will play the role of a cloud broker and can explain the advantages and disadvantages in each cloud provider.

Cloud Enabler Services

Intelligent Cloud Resources will offer services of all four models of cloud deployment: Private Cloud, Public Cloud, Hybrid Cloud and Community Cloud. However, due to data security issues in Canada, we will focus on private clouds.

Private Cloud - Private Cloud Computing architecture is dedicated to the customer and is not shared with other organizations. This model of computing is expensive but considered more secure than public clouds. However, we will offer private clouds at the same rates as public cloud computing. Services such as those sold by Amazon and Salesforce.com have diminished to an extent the demand for in-house equipment and software licenses has increased. Private clouds are popular for companies that have security concerns such as government and financial services. They enable these companies to control all aspects of their cloud services and safeguard all data and applications flowing through the organization.

Public Cloud - The computing infrastructure is hosted at the vendor’s premises. The customer has no visibility over the location of the cloud computing infrastructure. The computing infrastructure is shared between organizations. We will also offer the services of Public Cloud for customers who request this service.

Hybrid Cloud - Organizations host some critical, secure applications in private clouds. Other applications are hosted in the public cloud. The combination is known as Hybrid Cloud. Also, another form of a hybrid cloud is called ‘Cloud bursting.’ This term is used to define a system where the organization uses its own infrastructure for normal usage, but cloud is used for peak loads.

Community Cloud - The cloud infrastructure is shared between the organizations of the same community. For example, all the government agencies in a city can share the same cloud but not the non-government agencies.

The Cloud Computing Market

Software as a Service

This is the most common form of cloud computing which we see in action. It is a complete software offering on the cloud. Data is accessed by the customers on pay per use basis. The consumer does not manage or control the underlying cloud infrastructure, network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

Platform as a Service

Platform as a service (PaaS) is the delivery of a computing platform and solution stack as a service. PaaS offerings facilitate deployment of applications without the cost and complexity of buying and managing the underlying hardware and software and provisioning hosting capabilities, providing all of the facilities required to support the complete life cycle of building and delivering web applications and services entirely available from the Internet. PaaS offerings may include facilities for application design, application development, testing, deployment and hosting as well as application services such as team collaboration, web service integration and marshalling, database integration, security, scalability, storage, persistence, state management, application versioning, application instrumentation and developer community facilitation. These services may be provisioned as an integrated solution over the web.

Infrastructure as a Service

Hardware related services are provided using the principles of Cloud Computing. These include disk storage and virtual servers. The consumer has control over operating systems, storage, deployed applications, and certain networking components (e.g., firewalls, load balancers).

Competition

There are many companies who compete directly with the products and services we plan to develop. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours. Additionally, there are not significant barriers to entry in our industry and new companies may be created that will compete with us and other, more established companies who do not now directly compete with us, may choose to enter our markets and compete with us in the future.

Intelligent Cloud’s principal competitors are AFORE Solutions, Allstream, BlackIron Data, Bell Business Solutions, Cacloud, Canadian Cloud Computing Inc., Canadian Web Holding, Centrilogic, Cirruc Computing, Cloud A, Cloud Dynamics, Canada Post Vault Service, Cloud Post Vault Service, Cloud Path, Cloud Pockets, Netelligent and Radiant Communications. Some of these competitors are private corporations with no requirement for financial disclosure, Intelligent Cloud is unable to ascertain the size of their market and there is no way of quantifying and qualifying what position on a sale’s basis Intelligent Cloud is in relative to its competition.

Marketing

We will be using several marketing tools to market our products such as print and electronic media marketing. The most effective marketing channels are taken into consideration while preparing the local and print media marketing strategies. The company intends to work closely with marketing professionals to ensure that it is on the cutting edge of advertising technology. We will be focusing our efforts on internet-based marketing because we believe it to be more effective and cost-effective. However, we will not ignore local and print media marketing. The marketing methods we plan to employ are below:

Website Development – The Intelligent Cloud Resources website will be developed in the first step of Internet marketing. The website will be updated regularly and will be full with information regarding the benefit of cloud computing adoption.

Listing in Online Directories and Magazines – We plan to list the name of Company in all local and international online directories of IT companies. Online directories and magazines play a critical role in Internet marketing.

Search Engine Optimization (SEO) – The Company will look into hiring a part time SEO specialist to work on improving the visibility of the website on all major search engines such as: Google, Bing, Ask, Yahoo, etc.

Paid Advertisement (Google AdSense, Facebook, etc.) – Organic SEO takes longer time to show results. It could take from 3 months to as long as 1 year or 2 to be more fruitful. Therefore, along with traditional search engine techniques, the Company may consider paid advertisements to gain a quick customer base. Initially, this will mean paid advertisements with Google and Facebook to display company website ads on all major search results and Facebook pages. The paid advertising campaign will last as the traditional SEO start showing some results.

Social Media Marketing – Social Media has proven itself the most cost-effective and efficient medium to communicate with potential clients. Intelligent Cloud Resources hopes to make full use of all popular Social Media channels such as Facebook, Twitter, YouTube, and Google+, etc. Advertisements will also be placed on Social Media sites to entice more and more customers.

YouTube Commercials – Another important channel to market the website effectively to a selected range of target audience is through YouTube commercials. The company may place properties promo videos on YouTube. This will be a cost-effective and customer focused marketing strategy.

Professional Networking – Intelligent Cloud Resources would build a professional network of industry experts mainly through online efforts such as LinkedIn etc.

Blog – A dedicated blog to educate website visitors about the important information and latest happening in the area about cloud computing will be useful.

RSS and Newsletters – Really Simple Syndication (RSS) and Newsletters will be the main features of the website. This strategy will keep the customers glued to the website.

Intellectual Property and Proprietary Rights

Proprietary rights are important to our success and our competitive position. To protect our proprietary rights, we rely on copyright, service marks and trade secret laws, confidentiality procedures and contractual provisions.

We cannot assure you that any of our proprietary rights with respect to our products or services will be viable or of value in the future since the validity, enforceability and type of protection of proprietary rights in Internet-related industries are uncertain and still evolving.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our software products exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States, and effective copyright, trademark and trade secret protection may not be available in those jurisdictions. Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.

Cloud Computing Market in Canada

TechNavio, a leading technology research and advisory company, forecast the Cloud Computing market in Canada will grow at a CAGR of 17.8 percent over the period 2013-2018. http://www.marketwatch.com/story/cloud-computing-market-in-canada-2014-2018-2014-08-12 Canada is currently ranked 9th out of 24 countries in the BSA Global Cloud Computing Scorecard, due largely to the lack of cyber security standards in Canada, as well as outdated copyright laws that are perceived to provide insufficient protection for online material. Existing security and privacy legislation for private firms is largely irrelevant to the cloud services industry. Despite these gaps in the regulatory framework, the Information and Communications Technology Council (ICTC) believes that cloud computing provides a high value proposition for Canada. http://www.ictc-ctic.ca/wp-content/uploads/2013/09/Canadas-Cloud-Imperative.pdf, page 4.

On the basis of the cloud industry’s total direct employment, ICTC estimates that the Canadian cloud sub-sector contributes up to $4.6 billion annually to Canadian GDP. As job opportunities in the cloud economy continue to grow and salary for ICT professionals continues to appreciate in response to growing demand for their services, the annual contribution will become $8.2 billion by 2018. According to primary consultations with Canadian cloud companies, the cloud services industry is expected to grow 20% in five years. Following are the facts of cloud computing market of Canada. http://www.ictc-ctic.ca/wp-content/uploads/2013/09/Canadas-Cloud-Imperative.pdf, page 20.

●

Half of the 360 Canadian enterprises (IT and non-IT) surveyed by ICTC have adopted identifiable cloud services. This figure is 71% for IT firms.

●

70% of cloud-using enterprises use some form of paid cloud service.

●

4/5 of paid users have recurring subscriptions to cloud services, and one-third (31%) have made a one-time purchase of cloud products/services.

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Nearly two-thirds (61%) of companies have reduced their IT costs by switching over to cloud. This number is 68% for IT firms.

●

SaaS is the most commonly used public cloud service; more than half (53%) of cloud-using enterprises use SaaS, and an additional one-quarter are developing SaaS capabilities.

●

By 2018, ICT occupations central to cloud computing will grow by 47%.

●

By 2018, it is estimated that Canada’s cloud economy will directly employ more than 57,000 workers. When we factor indirect employment, Canada will employ more than 71,000 workers in 2018 as a result of cloud computing.

●

The Canadian cloud economy contributes $4.6 billion annually to Canadian GDP, and by 2018, this contribution will grow to become $8.2 billion.

Source: http://www.ictc-ctic.ca/wp-content/uploads/2013/09/Canadas-Cloud-Imperative.pdf page 3.

According to the survey by Global Industry Analysts & Gartner’s, cloud computing is one of the fastest growing markets, the market size is forecast to touch $222.5 billion by 2015. Cloud computing is going to change the way the world is today, the way pervasive devices store, communicate, connect and operate today, going to change the way tomorrow’s products are going to be designed and developed. It is going to change the way business is conducted as on today. Many of existing technologies would be converging into cloud. Today the storage occupies biggest space in all of the connected and disconnected electronic devices. For every device which is connected to net, the storage is going to diminish and at some point there is not going any storage on these devices, they are going to be using cloud and devices would become much smaller, thinner and sleeker. More and more devices would get connected to cloud, changing the way we talk, we function& the way we work. An Independent research firm Forrester Research expects the global cloud computing market to reach $241 billion in 2020 compared to $68.5 in 2010. Forrester’s report provides market forecast on 12 different market segments for the next decade, forecasting shifts in the usage patterns of cloud infrastructure, business applications for the cloud and cloud platforms that are becoming increasingly widespread. http://airccj.org/CSCP/vol2/csit2232.pdf , page 326.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in the software and Internet-related industries. We could become subject to intellectual property infringement claims as the number of our competitors grows and our planned products and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’s attention from operating our company. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award of damages and to develop non-infringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms, if at all.

Government Regulation

Our activities are not currently subject to any particular regulations by governmental agencies other than those routinely imposed on corporate businesses. However, we cannot predict the impact of future regulations on either us or advertisers that may advertise with our Apps.

Employees

The Company does not employ any employees outside of its officers and directors, Rehan Saeed and Fatima Khan.

During the next 12 months, management anticipates spending approximately $420,000 on the development, marketing and sales of the Technology. Intelligent Cloud anticipates a product launch in the spring season of 2018.

The estimated breakdown is as follows:

Purpose	Amount
Payroll	$	180,000
Research and Development	$	28,000
Marketing	$	57,000
Professional and Consulting Fees	$	50,000
Office Lease Expenses	$	30,000
Travel Expenses	$	20,000
Management and Operational Costs	$	30,000
Miscellaneous Costs	$	25,000
Total	$	420,000

1315

Results of Operations – Three ~~and Nine~~ months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016

A summary of our operations for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 is as follows:

	Three months ended September 30, 2016			Three months ended September 30, 2015
	Three months ended March 31, 2017			Three months ended March 31, 2016
Revenue	$	-		$	-900
Professional Fees		9,272			3,323
Advertising and Promotion		55,935			-
Salaries and wages		4,500			-
Marketing Expense		6,433			-
Interest and Bank Charges		4,090			69
Legal Fees		5,520			6,045
Change in fair value of derivatives		(15,329	)		-
Management Fees		19,500			4,559
General expenses		200			-
Audit and Accounting Fees		4,974			4,346
Total Operating Expenses		2,733			3,392
Other Professional Fees		12,630			2,708
Net Loss	$	2,733		$	3,392
Interest and Bank Charges		389			2,889
Change in fair value of derivatives		-			858
General expenses		-			494
Net Loss	$	105,381		$	20,999

A summary of our operations for the nine months ended September 30, 2016 and 2015 is as follows:

	Nine months ended September 30, 2016			Nine months ended September 30, 2015
Revenue	$	900		$	-
Professional Fees		28,399			16,324
Salaries and wages		13,559			-
Interest and Bank Charges		9,900			221
Change in fair value of derivatives		(2,578	)		-
General expenses		694			-
Total Operating Expenses		49,974			16,545
Net Loss	$	49,074		$	16,545

Revenue

The Company has conducted minimal operations since inception. Minimal revenue has been generated by the Company from March 27, 2014 (Inception) to ~~September~~March 3031, ~~2016~~2017. The Company'’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

14There can be no assurance that we will be able to raise funds, in which case we may be unable to meet its obligations. Should we be unable to realize our assets and discharge liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements.

Expenses

Total operating expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2016~~2017 were $2104,~~733~~992. These mainly comprised of advertising and promotion of $4955,~~974~~935, ~~respectively~~management fees amounting to $19,500, and other professional fees of $12,630.

~~Operating~~Total operating expenses for the three months ended ~~September~~March 3031, 2016 were $18,152. These mainly comprised, ~~professional~~legal ~~fees~~fee ofamounting to $96,~~272~~045, bookkeeping ~~salaries~~ and ~~wages~~review fee amounting to $4,~~500~~346, ~~with~~other aprofessional ~~fair~~fee ~~value adjustment on derivatives~~ amounting to ($152,~~329),~~708 and ~~interest~~Management ~~and~~fees ~~bank~~of ~~charges amounting to~~ $4,~~090~~559.

Operating expenses ~~for~~are ~~the~~higher ~~nine~~by ~~months ended September 30, 2016 mainly comprised legal fee amounting to~~ $986,~~145,~~840 ~~bookkeeping~~in ~~and~~the ~~review~~three ~~fee amounting~~months toended ~~$11,650~~March ~~and other filing and edgarization fees amounting to $7~~31,~~604,~~ ~~all~~2017 ~~included~~mainly inbecause ~~Professional~~of ~~Fees~~higher ~~above,~~advertising ~~along with salaries~~ and ~~wages~~promotion ~~amounting to $13,559, with a fair value adjustment on derivatives amounting to~~ expenses ($255,~~578~~935), and ~~interest and~~higher ~~bank~~management ~~charges~~fees ~~amounting to~~ ($914,~~900~~941).

Total operating expenses for the three and nine months ended September 30, 2015 were $3,392 and $16,545, respectively.

Operating expenses for the three months ended September 30, 2015 mainly comprised audit and accounting fees amounting to $2,123, and other filing and edgarization fees amounting to $1,200.

Operating expenses for the nine months ended September 30, 2015 mainly comprised legal fees amounting to $7,025, audit and review fee amounting to $4,941, edgarization fees amounting to $3,228, and accounting services fee amounting to $1,130.

Operating expenses are higher in the nine months ended September 30, 2016 because of the legal expenses in relation to the initial filings, salaries and wages which were not booked in the comparative nine months, fee for bookkeeping and derivative valuation services which were not required in the comparative three months and fair value adjustment on derivatives.

The Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations, and it does not have a significant source of revenue. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

Net Losses

For the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company had a net loss of $49105,~~074~~381 ($105,516 with foreign currency translation adjustment of $135) and $1620,~~545~~999 ($20,920 with foreign currency translation adjustment of ($79)), respectively.

1516

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2016~~2017, the Company had cash of $2873,~~091~~908. The Company’s liabilities as of ~~September~~March 3031, ~~2016~~2017 were $4250,~~644~~993, which comprised accrued liabilities amounting to $1948,~~512,~~229 and an amount of $222,~~152~~764 due to ~~shareholders, and an amount of $980 due to~~ related parties. As at ~~September~~March 3031, ~~2016~~2017, the Company had a working capital ~~deficit~~surplus of $14121,~~553~~372.

As of ~~September~~March 3031, ~~2015~~2016, the Company had cash of $7427,~~639~~643. The Company’s current liabilities as of ~~September~~March 3031, ~~2015~~2016 were $~~177~~77,~~307~~345, which was comprised of accrued and other liabilities amounting to $7660,~~331~~570, ~~an amount of~~ $414,~~849~~978 ~~due~~for tocash ~~shareholders,~~advances ~~and~~for anshares ~~amount~~to ofbe issued and $~~980~~1,791 due to ~~related~~ ~~parties,~~a ~~convertible~~related ~~promissory~~party. ~~notes~~As ~~amounting~~at toMarch ~~$92~~31,~~569~~ ~~and~~2016, ~~derivative~~the ~~liability~~Company had a working capital surplus of $240,~~578~~388. AsThe atincrease ~~September~~in 30working capital from March 31, ~~2015~~2016 to March 31, ~~the~~ ~~Company~~2017 ~~had~~is adue ~~working~~to ~~capital~~increase ~~deficit~~in cash from proceeds of ~~$102,668~~shares issued.

The following is a summary of the Company'’s cash flows provided by (used in) operating, investing, and financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016:

	For the nine months endedSeptember 30, 2016$			For the nine months endedSeptember 30, 2015$
	For the three months ended March 31, 2017 $			For the three months ended March 31, 2016 $
Net Cash (Used in) Operating Activities		(98125,~~909~~100	)		(671,~~702~~360	)
Net Cash Used In Investing Activities		-			~~3,375~~-
Net Cash Provided by Financing Activities		52171,~~273~~500			31,~~151~~970
Net (Decrease) Increase in Cash and Cash Equivalents		(46,~~636~~400	)		(~~176~~69,390	)

The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Going Concern

Our financial statements have been prepared on a going concern basis. As of ~~September~~March 3031, ~~2016~~2017, we have not generated significant ~~revenues~~ revenues since inception. We expect to finance our operations primarily through our existing cash, our operations and any ~~future~~ future financing. However, there exists substantial doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, our auditor has substantial doubt as to our ability to continue as a going concern. Our ability to complete additional offerings is dependent on the state of the debt and/or equity markets at the time of any proposed offering, and such market’s reception of the Company and the offering terms. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

1617

Critical Accounting Policies and Estimates

Basis of Presentation

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the SEC. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Our financial statements do not include any comparative information as there were no significant transactions for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

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, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are aan ~~smaller~~emerging ~~reporting~~growth company.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding financial disclosure.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of ~~September~~March 3031, ~~2015~~2017 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control 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. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

1819

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

Not required for ~~smaller~~emerging ~~reporting~~growth companies.

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.

Not Applicable

Item 6. Exhibits.

Exhibit Number		Description
31.1		Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification 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 Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

101.INS		XBRL Instance Document
101. PRE		XBRL Taxonomy Extension Presentation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.SCH		XBRL Taxonomy Extension Schema

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

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.

Date: ~~November~~May 715, ~~2016~~2017

Intelligent Cloud Resources, Inc.

/s/ Fatima Khan
Name: Fatima Khan
Chief Executive Officer
(Principal Executive Officer)

/s/ Rehan Saeed
Name: Rehan Saeed
Chief Financial Officer
(Principal Financial Officer)

2021

Filing Compare · INTELLIGENT CLOUD RESOURCES INC.