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STAR WEALTH GROUP INC. - Quarter Report: 2015 March (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


Form 10-Q


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

For the quarterly period ended March 31, 2015


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

For the transition period from __________ to __________


Commission file number  333-200675

 

 

Terafox Corp.

(Exact name of small business issuer as specified in its charter)

 

Nevada

2750

< >

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)



 

str. Lege, 6, Sofia, Bulgaria, 1000

 (Address of principal executive offices)


+17027518466

(Issuer's telephone number)


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



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

 

Large accelerated filer ¨

Large accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

 

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


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   6,440,000 common shares issued and outstanding as of May 12, 2015 .






TERAFOX CORP.


QUARTERLY REPORT ON FORM 10-Q


TABLE OF CONTENTS


  

  

Page

PART I

 FINANCIAL INFORMATION:

 

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

 

 

Balance Sheet as of March 31, 2015  (Unaudited) and September 30, 2014 (Audited)

4

 

 

 

 

Statement of Operations for the three months and six months period ended

March 31, 2015  (Unaudited)

5

 

 

 

 

Statement of Cash Flows for the six months period ended March 31, 2015  (Unaudited)

6

 

 

 

 

Notes to the Financial Statements (Unaudited)

7

 

 

 

Item 2.

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

10

 

  

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

 

 

 

Item 4.

Controls and Procedures

12

 

 

 

PART II

OTHER INFORMATION:

 

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 1A

Risk Factors

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults Upon Senior Securities

12

 

 

 

Item 4.

Submission of Matters to a Vote of Securities Holders

13

 

 

 

Item 5.

Other Information

13

 

 

 

Item 6.

Exhibits

13

 

 

 

 

 Signatures

 

 

 

2





PART 1

FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS.


The accompanying interim financial statements of Terafox Corp. (the “Company”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.


In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.


3





 TERAFOX CORP.

BALANCE SHEET

AS OF MARCH 31, 2015



ASSETS

 

March 31, 2015  (Unaudited)

 

 

September 30, 2014

(Audited)

 

 

 





 

Current Assets

 





 

Cash and cash equivalents

$

3,977


$

7,649

 

Total Current Assets

 

3,977


 

7,649

 

 

 





 

Fixed Assets

 





 

Equipment

 

10,000



10,000

 

Total Fixed Assets

 

10,000



10,000

 

 

 





 

Total Assets

$

13,977


$

17,649

 

 

 





 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 





 

 

 





 

Current Liabilities

 





 

Accounts Payable

 

1,000


 


 

Loan from director

$

14,325


$

14,325

 

 

 





 

Total Liabilities

 

15,325



14,325

 

 

 





 

Shareholders’ Equity

 





 

Common stock, par value $0.001; 75,000,000 shares authorized, 6,280,000 and 4,000,000 shares issued and outstanding respectively

 

6,280



4,000

 

Additional paid-in capital

 

20,039



-

 

Deficit accumulated during the development stage

 

(27,667)



(676)

 

 

 





 

Total Shareholders’ Equity

 

(1,348)



3,324

 

 

 





 

Total Liabilities and Shareholders’ Equity

$

13,977


$

17,649

 


 


See accompanying notes to financial statements.


4






TERAFOX CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED MARCH 31, 2015  

(UNAUDITED)



 

 

Three Months Period   Ended March 31, 2015

 

Six Months Period Ended March 31, 2015

 

 

 

 

 

Revenues

$

 

$

 

 

 

 

 

 

Operating Expenses

 

 

 

 

General and administrative expenses

 

20,509

 

26,991

Total Operating Expenses

 

20,509

 

26,991

 

 

 

 

 

Net Loss From Operations

 

(20,509)

 

(26,991)

 

 

 

 

 

Provision for Income Taxes

 

-

 

 

 

 

 

 

 

Net Loss

$

(20,509)

$

(26,991)

 

 

 

 

 

Net Loss Per Share: Basic and Diluted

$

(0.00)

$

(0.01)

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding: Basic and Diluted

 


4,899,722

 

4,444,918


 



See accompanying notes to financial statements.

5






TERAFOX CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED MARCH 31, 2015  

(UNAUDITED)


 

 

For the Six Months Period Ended

March 31, 2015

Cash flows from operating activities:

 

 

          Net loss for the period

$

(26,991)

 

 


Adjustments to reconcile net loss to net cash (used in) operating activities:

 


    Changes in operating assets and liabilities:

 

-

Increase in Accounts Payable

 

1,000

Cash flows used in operating activities

 

(25,991)

 

 


Cash flows from financing activities:

 

 

Proceeds from sale of common stock

 

22,219

Loans payable

 

-

Cash flows provided by financing activities

 

22,219

 

 


Cash flows from investing activities

 


Purchase of Equipment

 

-

Cash flows used in investing activities

 

-

 

 


Net increase (decrease) in cash

 

(3,672)

 

 


Cash, beginning of the period

 

7,649

Cash, end of the period

$

3,977

 

 

 

Supplemental Cash Flow Information:

 

 

Interest paid

$

-

Income taxes paid

$

-


 


See accompanying notes to financial statements.


6





TERAFOX CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

(UNAUDITED)


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


Terafox Corp. was incorporated in the State of Nevada on February 26, 2014. We are a development-stage company formed to produce flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.


NOTE 2 – GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had no revenues as of March 31, 2015.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the period ending March 31, 2015.


It is management’s opinion that all adjustments necessary for a fair statement of the results for the interim periods have been made, and that all adjustments are of a normal recurring. Furthermore, in management’s opinion, sufficient disclosures have been made in order to make the interim financial information not misleading.


Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a September 30 fiscal year end.


Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,977 of cash as of March 31, 2015.


Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


7




TERAFOX CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

(UNAUDITED)


NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)


Use of Estimates

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 disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.


Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2015.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.


Recent Accounting Pronouncements

Terafox Corp. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.


NOTE 4- FIXED ASSETS


Company purchased Industrial flatbed printing machine S-SUN C4300.

 

March 31, 2015

Fixed assets:

 

Equipment

$            10,000

Less: accumulated depreciation

                      0

Net fixed assets

$            10,000


The Company has not started operations, thus, no depreciation was recorded during the period from inception through March 31, 2015. It is management’s opinion that equipment does not require adjustment for depreciation or impairment as of March 31, 2015.

8




TERAFOX CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

(UNAUDITED)


NOTE 5 – LOAN FROM DIRECTOR


From February 26, 2014 date of interception till March 31, 2015, a director loaned $14,325 to the Company.


The loan is unsecured, non-interest bearing and due on demand.


NOTE 6 – COMMON STOCK


The Company has 75,000,000, $0.001 par value shares of common stock authorized.


On June 27, 2014, the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.


For the six months period ended March 31, 2015, The Company has issued 2,280,000 shares of common stock for cash proceeds of $22,319 at $0.01 per share.


There were 6,280,000 shares of common stock issued and outstanding as of March 31, 2015.


NOTE 7 – COMMITMENTS AND CONTINGENCIES


The Company has entered in a two year production space lease agreement started February 1, 2015. Annual rental fees for first year will be $6,000 and $5,400 for the second year. Company’s office space has been provided by the officer without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 8 – INCOME TAXES


As of September 30, 2014, the Company had net operating loss carry forwards of approximately $676 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


The provision for Federal income tax consists of the following:

 

September 30, 2014

Federal income tax benefit attributable to:

 

Current Operations

$            230

Less: valuation allowance

            (230)

Net provision for Federal income taxes

$               0


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

September 30, 2014

Deferred tax asset attributable to:

 

Net operating loss carryover

$             230

Less: valuation allowance

             (230)

Net deferred tax asset

$                0


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $676 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

9




TERAFOX CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

(UNAUDITED)


NOTE 9 – SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations from March 31, 2015  to the date these financial statements were available to be issued, April 28, 2015, and through the actual filing date and has determined that it does not have any material subsequent events to disclose in these financial statements.


ITEM 2.

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


FORWARD LOOKING STATEMENT NOTICE


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.


GENERAL


Terafox Corp. was incorporated in the State of Nevada as a for-profit company on February 26, 2014 and established a fiscal year end of September 30. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to produce flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.


PRODUCT


Our product can be represented by wide range of goods produced using industrial flatbed printing machine we chose. Products include, but not limited to: flyers, posters, booklets, pictures and other printed goods of that kind. Besides regular paper printed products our printing machine has function to print images on many other surfaces, such as, but not limited to:


Organic materials: acrylic, plastics, leather, wooden articles, textile fabric, silica gel, etc.;


Inorganic materials: ceramics, glass, stone, crystal etc.;


Metallic materials: gold, silver, copper, iron, stainless steel, aluminum alloy etc.


Maximum printing heights is 25 sm, which widens the range of products we can print images on: phone and tablet covers, pens and shirts, leather bags, key chains, laptops, etc. There can be as many items in the list of possible products as rich client’s imagination may be.


EQUIPMENT


We plan use fully automated portable industrial flatbed printing machine model number S-SUN C4300.


10




S-SUN C4300 has the following technical characteristics:

Model Number:

S-SUN C4300

Power:

60W

Weight:

85 kg

Dimensions:

750*900*730 mm

Production capacity:

A4 – 25 seconds (may vary depending on size)


RESULTS OF OPERATIONS


We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


THREE AND SIX MONTHS PERIOD ENDED MARCH 31, 2015


Our net loss for the three and six months period ended March 31, 2015  were $20,509 and $26,991 respectively. During the three and six months period ended March 31, 2015  we have not generated any revenue.


During the three and six months period ended March 31, 2015 our operating expenses were bank service charges and professional fees. The weighted average number of shares outstanding was 4,899,772 and $4,444,918 for the three and six months period ended March 31, 2015.


LIQUIDITY AND CAPITAL RESOURCES


THREE MONTHS PERIOD ENDED MARCH 31, 2015


As at March 31, 2015, our total assets were $13,997. Total assets were comprised of $3,977 in cash and $10,000 in fixed assets.


As at March 31, 2015, our current liabilities were $15,325 and Stockholders’ equity was a deficit of $1,348.


CASH FLOWS FROM OPERATING ACTIVITIES


We have not generated positive cash flows from operating activities. For the six months period ended March 31, 2015, net cash flows used in operating activities was $25,991


CASH FLOWS FROM INVESTING ACTIVITIES


For the six months period ended March 31, 2015, we did not have any cash flows used in investing activities.


CASH FLOWS FROM FINANCING ACTIVITIES


For the six months period ended March 31, 2015, cash flows provided by financing activities were $22,319 through the issuance of shares.


PLAN OF OPERATION AND FUNDING


The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties. Aleksey Gagauz , our sole officer and director, has verbally agreed to lend us the funds. However, Mr. Aleksey Gagauz has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.


11





GOING CONCERN


The independent auditors' audit report accompanying our September 30, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.



OFF-BALANCE SHEET ARANGEMENTS


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


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


None


ITEM 4.

CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2015  that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II.

OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.

RISK FACTORS


None


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None


ITEM 3.

DEFAULTS UPON SENIOR SECURITES


None


12







ITEM 4.

SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS


None



ITEM 5.

OTHER INFORMATION


None


ITEM 6.

EXHIBITS


The following exhibits are included as part of this report by reference:


 

 

 

31.1 

 

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

 

 

31.2 

 

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

  

 

 

32.1 

 

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.






SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sofia, Bulgaria on May 12, 2015.



 

 

 

 

 

 

TERAFOX CORP.

 

 

 

 

 

 

 

By:

/s/

Aleksey Gagauz

 

 

 

Name:

Aleksey Gagauz

 

 

 

Title:

President, Treasurer and Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)

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