BRAIN SCIENTIFIC INC. - Annual Report: 2016 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 10-K

 

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(Mark One)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the year ended December 31, 2016

 

or

 

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-209325

 

 (Exact name of registrant as specified in its charter)

  

Nevada	81-0876714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

  

(Address of principal executive offices) (Zip Code)

 

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐    No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐    No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒     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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

Yes ☒     No ☐

 

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

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐     No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $0.

 

 

 

ALL SOFT GELS INC.

 

FORM 10-K

For the Year Ended December 31, 2016

 

TABLE OF CONTENTS

    

		Page
PART I.
	Special Note Regarding Forward-Looking Statements	3
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II.
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	11
Item 9B.	Other Information	11
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions, and Director Independence	14
Item 14.	Principal Accountant Fees and Services	14
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	15
	SIGNATURES	16

 

EXPLANATORY NOTE

Unless otherwise noted, references in this registration statement to “ALL SOFT GELS INC.” the “Company,” “we,” “our” or “us” means ALL SOFT GELS INC.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements”.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.  Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

 

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.

 

PART I

ITEM 1.     BUSINESS

 

All Soft Gels, Inc. has not commenced its major operations of having its one product a soft-gel capsule named All Soft Gels Kre-Alkalyn Liquid Gels, manufactured by an unaffiliated outside provider (Soft Gel Technologies, Inc. (SGTI) and the Company has not distributed the product to anyone. We are presently marketing All Soft Gels Kre-Alkalyn Liquid Gels in the Salt Lake City, Utah area.  We will not have any All Soft Gels Kre-Alkalyn Liquid Gels manufactured until the Company has sold the product to an end user.  We have not commenced our major operations.

 

In addition, the Company has not achieved any revenue in connection with its business for the year ended December 31, 2016.   As a result , we are a startup company, that is, we have no operating history or revenue, and are at a competitive disadvantage.
 

 

The competition for and difficulty in selling energy Gel Caps may affect our ability to develop profitable operations in the future.  Companies that are engaged in energy Gel Caps retail products include large, established companies with substantial capabilities and long earnings records.

ITEM 1A.  RISK FACTORS

Not applicable for smaller reporting companies.

ITEM 2.     PROPERTIES

The Company uses a corporate office located at: 3904 West 3930 South, Salt Lake City, Utah 84120. This facility is being provided to the Company free of charge by Mr. Nelson. Mr. Nelson is providing his own facility free of charge until further funding can be established to grow the Company. There are currently no proposed programs for renovation, improvement or development of the facility currently in use.

ITEM 3.     LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 4.     MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

   

(a) Market Information

We have not yet obtained a trading symbol for our common stock.

There currently is no market for our common stock.

 

		COMMON STOCK MARKET PRICE
		HIGH			LOW
FISCAL YEAR ENDED DECEMBER 31, 2016:
First Quarter		$	N/A			$	N/A
Second Quarter		$	N/A			$	N/A
Third Quarter		$	N/A			$	N/A
Fourth Quarter		$	N/A			$	N/A

 

		COMMON STOCK MARKET PRICE
		HIGH				LOW
FISCAL YEAR ENDED DECEMBER 31, 2015:
First Quarter		$	N/A			$	N/A
Second Quarter		$	N/A			$	N/A
Third Quarter		$	N/A			$	N/A
Fourth Quarter		$	N/A			$	N/A

 

(b) Holders of Common Stock

  

Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of our shareholders. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of the board of directors.

Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.

In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

(c) Dividends

The Company has never paid dividends on its common stock. The Company intends to follow a policy of retaining earnings, if any, to finance the growth of the business and does not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the common stock will be at the sole discretion of the Board of Directors and will depend on the Company’s profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

The Company has not established any compensation plans to which our securities are authorized for issuance to employees or non-employees (such as directors, consultants and advisors) in exchange for consideration in the form of services.

  

(e) Recent Sales of Unregistered Securities

   

None.

ITEM 6.     SELECTED FINANCIAL DATA

Not Required

   

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW AND OUTLOOK

All Soft Gels, Inc. (“The Company”) was incorporated in the state of Nevada on November 18, 2013 to market a soft gel Kre-Alkalyn capsule.

 

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2016 compared to December 31, 2015.

  

		December 31, 2016				December 31, 2015
Current Assets		$	3,580			$	50
Current Liabilities		$	84,220			$	100
Working Capital (Deficit)		$	(80,640	)		$	(50	)

During the year ended December 31, 2016, the Company had cash used in operating activities of $38,795.  This consisted of Company’s net loss of $90,733 and decreased by $238 of imputed interest. The Company’s cash position also increased by $51,700  as a result of changes in the components of current assets and current liabilities.  During the year ended December 31, 2016, the Company received $3,905 and recorded a subscription receivable in the amount of $95 from the sale of common stock, and also received the amount of $35,000 as proceeds from the issuance of a convertible note payable.

 

Should we not be able to continue to secure additional financing when needed, we may be required to slow down or suspend our business activities or reduce the scope of our current operations, any of which would have a material adverse effect on our business.

Our future capital requirements will depend on many factors, including the development of our business; the cost and availability of third-party financing for development; and administrative and legal expenses.

 

We anticipate that we will incur operating losses in the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth. To address these risks, we must, among other things, expand our customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

Satisfaction of our cash obligations for the next 12 months.

As of December 31, 2016, we had cash of $160. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

 

Going concern.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $90,783 and had a working capital deficit of $80,640 at December 31, 2016, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months.  The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

 

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt.  There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time. 

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 or operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2016 and December 31, 2015	F-3
Statements of Operations for the years ended December 31, 2016 and December 31, 2015	F-4
Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2016 and December 31, 2015	F-5
Statements of Cash Flows for the years ended December 31, 2016 and December 31, 2015	F-6
Notes to the Financial Statements	F-7

ALL SOFT GELS INC.

BALANCE SHEETS

		December 31,				December 31,
		2016				2015
ASSETS
Current assets
Cash and cash equivalents		$	160			$	50
Inventory			3,420				-
Total current assets			3,580				50
Total Assets			3,580				50
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable			6,262				50
Due to related parties			42,958				50
Convertible notes payable			35,000				-
Total current liabilities			84,220				100
Stockholders’ equity (deficit)
Common stock, $0.001 par value, 50,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31,2016 and 2015.			10,000				10,000
Additional paid-in capital			238				-
Subscription receivable			(95	)			(10,000	)
Accumulated deficit			(90,783	)			(50	)
Total stockholders’ equity (deficit)			(80,640	)			(50	)
Total liabilities and  stockholders’ equity		$	3,580			$	50

 

See accompanying notes to these financial statements.

 

 

ALL SOFT GELS INC.

STATEMENTS OF OPERATIONS

		For the				For the
		Year ended				Year ended
		December 31,				December 31,
		2016				2015
Revenue		$	-			$	-
Operating expenses:
General and administrative			90,495				50
Total operating expenses			90,495				50
Net Operating Loss			(90,495	)			(50	)
Other income (expense):
Interest expense			(238	)			-
Total other expense			(238	)			-
Loss before provision for income taxes			(90,733	)			(50	)
Provision for income taxes			-				-
Net loss		$	(90,733	)		$	(50	)
Net loss per share - basic and diluted		$	(0.01	)		$	(0.00	)
Weighted average shares outstanding - basic and diluted			9,921,393				10,000,000

 

 

See accompanying notes to these financial statements.

ALL SOFT GELS INC.

 STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Year Ended December 31, 2016

 

														Common												Total
										Additional				Stock												Stockholders’
		Common Stock								Paid-In				Subscriptions				Treasury				Accumulated				Equity
		Shares				Amount				Capital				Receivable				Shares				(Deficit)				(Deficit)
Balance, December 31, 2015			10,000,000			$	10,000			$	-			$	(10,000	)		$	-			$	(50	)		$	(50	)
Subscription receivable offset against accrued officer salary			-				-				-				10,000				-				-				10,000
Shares returned by founder			-				-				-				-				(4,000	)			-				(4,000	)
Sales of treasury shares			-				-				-				(95	)			4,000				-				3,905
Imputed interest			-				-				238				-				-				-				238
Net loss			-				-				-				-				-				(90,733	)			(90,733	)
Balance, December 31, 2016			10,000,000			$	10,000			$	238			$	(95	)		$	-			$	(90,783	)		$	(80,640	)

 

See accompanying notes to these financial statements.

ALL SOFT GELS INC.

STATEMENTS OF CASH FLOWS

		For the				For the
		Year ended				Year ended
		December 31,				December 31,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(90,733	)		$	(50	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest			238				-
Changes in assets and liabilities:
Inventory			(3,420	)			-
Due to related party			48,908				-
Accounts payable			6,212				50
Net cash used in operating activities			(38,795	)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			3,905				-
Proceeds from related party advances			-				50
Proceeds from convertible notes payable			35,000				-
Net cash provided by (used in) financing activities			38,905				50
Net decrease in cash and cash equivalents			110				50
Cash and cash equivalents at beginning of period			50				-
Cash and cash equivalents at end of period		$	160			$	50
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Officer salary offset against subscription receivable		$	10,000			$	-
Shares returned to treasury by CEO		$	4,000			$	-

 

See accompanying notes to these financial statements.

 

ALL SOFT GELS INC.

Notes to Financial Statements

  

Note 1 – Nature of Business and Significant Accounting Policies

ALL SOFT GELS INC. (“the Company”) was incorporated in the state of Nevada on November 18, 2013 (“Inception”), to market a soft gel Kre-Alkalyn capsule.

All Soft Gels, Inc. is a development stage company.  The Company has a limited history of development stage operations.  All Soft Gels, Inc. has commenced its major operations of having its one product a soft-gel capsule named All Soft Gels Kre-Alkalyn Liquid Gels, manufactured by an unaffiliated outside provider (Soft Gel Technologies, Inc. (SGTI) and the Company has not distributed the product to anyone.  

 

The financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature.

 

The Company has adopted a fiscal year end of December 31st.

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

Cash and equivalents include investments with initial maturities of three months or less.  The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.  Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had  no cash equivalents  as of December 31, 2016 and December 31, 2015.

 

The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. 

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.  The Company had no items that required fair value measurement on a recurring basis.

 

ALL SOFT GELS INC.

Notes to Financial Statements

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.

 

Our employee stock-based compensation awards are accounted for under the fair value method of accounting, as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded.

We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

ALL SOFT GELS INC.

Notes to Financial Statements

 

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

		2016				2015
Finished Goods Inventory		$	3,420			$	-

ALL SOFT GELS INC.

Notes to Financial Statements

 

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

   

ITEM 9A.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016  (the "Evaluation Date"). The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31,  2016, our management concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted an assessment, including testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date. Management’s assessment of internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework).

 

ITEM 9B.  OTHER INFORMATION

None

PART III

  

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

  

The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

   

Name		Age		Position		Director Since
Gene Nelson		51		CEO, President, CFO, Secretary, Director		2013

Gene Nelson, Chief Executive Office, President, Chief Financial Officer Secretary, Director

Mr. Nelson is considered an expert in his field, and is known as the “Greatest Natural Bodybuilder in the World.” Mr. Nelson has been associated with some of the most recognized companies in natural supplement industries involved in health, fitness, and bodybuilding, including Youngevity International, of which he is a product ambassador and a member of the Youngevity Athletic Advisor Board which such noted former pro stars as Mike Glenn (NBA), Theo Ratliff (NBA) and Drew Pearson (NFL).   In 2005, and at the age of 41, Mr. Nelson placed second in one of the most competitive Natural Bodybuilding contest in the world, “The Musclemania World Championships”. He has won the overall titles in more than 10 shows including the Natural USA, Western Musclemania Championships, Mr. Utah, Natural Colorado, and many others. Gene Nelson is known as a leader in the field of Natural Bodybuilding and has always been open to helping others reach their health and fitness goals.  

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

Section 16(a) Beneficial Ownership Reporting Compliance

During 2016, Mr. Nelson did not file one Form 3 and one Form 4.

 

ITEM 11.   EXECUTIVE COMPENSATION

The following table sets forth certain information relating to all compensation of our named executive officers for services rendered in all capacities to the Company during the fiscal years ended December 31, 2016 and 2015:

 

Summary Compensation Table
Name and																All
Principal		Fiscal						Stock				Option				Other				Total
Position		Year		Salary				Awards				Awards				Compensation				Compensation
Gene Nelson, President, CEO,		2016		$	52,708	(1)		$	-			$	-			$	-			$	-
CFO and Secretary		2015		$	-			$	-			$	-			$	-			$	-

 

 

(1)  The Company accrued salary due to Mr. Nelson during the twelve months ended December 31, 2016 in the amount of $52,708, of which Mr. Nelson was paid cash in the amount of $3,800.  An additional $10,000 of accrued salary due to Mr. Nelson was used to satisfy the outstanding common stock subscription receivable in the amount of $10,000.

 

Director Compensation

  

To date, we have not paid our directors any compensation for services on our board of directors. 

 

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of the common and preferred stock as of March 6,  2017, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director of the Company, (iii) each of the Chief Executive Officers and the executive officers (collectively, the "Named Executive Officers") and (iv) all directors and executive officers of the Company as a group.

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under securities law, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, the address of each person is disclosed in the table below.

This table is based upon information obtained from our stock records. Unless otherwise indicated in the footnotes to the above table and subject to community property laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

 

Name and Address  of Beneficial Holder		Shares of Common Stock				Percentage of Common Stock
Gene Nelson, 3904 West 3930 South, Salt Lake City, Utah  84128			6,000,000				60	%
All executive officers and directors as a group.			6,000,000				60	%

 

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for December 31, 2016 and 2015.

		December 31,
		2016
Audit fees:
M&K CPAS, PLLC		$	6,000
Audit-related fees:			-
M&K CPAS, PLLC			—
Tax fees:			—
All other fees:			—
Total fees paid or accrued to our principal accountant		$	6,000

		December 31,
		2015
Audit fees:
KLJ & Associates, LLP		$	1,700
Audit-related fees:			-
KLJ & Associates, LLP			—
Tax fees:			—
All other fees:			—
Total fees paid or accrued to our principal accountant		$	1,700

We do not have an Audit Committee.  Our Board of Directors acted as the Company’s Audit Committee during the fiscal year ended December 31, 2016.

 

PART IV

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

31.1

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

X

31.2

Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

X

32.1

Certification by the Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

X

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema Document

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

X

 

 

 

 

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.

 

	ALL SOFT GELS INC.
Date: March 7, 2017	By:	/s/ Gene Nelson
		Gene Nelson
		President, Chief Executive Officer, Chief Financial Officer and Secretary