Treasure & Shipwreck Recovery, Inc. - Quarter Report: 2018 July (Form 10-Q)

beliss_10qjuly312018.htm - Generated by SEC Publisher for SEC Filing

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 July 31, 2018

[ ] 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 333-219700

Beliss Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

7310

(Primary Standard Industrial Classification Code Number)

37-1844836

(IRS Employer Identification No.)

Ajay Rajendran

Chief Executive Officer

10a ptc colony, 5 street,

Sembakkam, city Chennai,

state Tamilnadu, India 600073

16208783025

(Address and telephone number of registrant’s principal offices)

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 ( )

Emerging growth company ( )

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 ( ) No (X)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The Company has 5,035,000 common shares issued and outstanding as of September 6, 2018.

Beliss Corp.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


		Page
PART I	FINANCIAL INFORMATION:

Item 1.	Financial Statements (Unaudited)	3

	Balance Sheets as of July 31, 2018 (Unaudited) and April 30, 2018 Interim Unaudited Statements of Operations for the three months ended July 31, 2018 and 2017	4 5

	Interim Unaudited Statements of Cash Flows for the three months ended July 31, 2018 and 2017	6

	Notes to the Interim Unaudited Financial Statements	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	17

Item 4.	Controls and Procedures	17

PART II	OTHER INFORMATION:

Item 1.	Legal Proceedings	17

Item 1A	Risk Factors	17

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

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Submission of Matters to a Vote of Securities Holders	17

Item 5.	Other Information	17

Item 6.	Exhibits	18

	Signatures

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of Beliss Corp. (“the Company”, “we”, “us” or “our”), 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.

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all the information and notes required by GAAP for complete financial statement presentation.

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.

Beliss Corp.

CONDENSED BALANCE SHEETS

As of July 31, 2018 and April 30, 2017


ASSETS		July 31, 2018 (Unaudited)		April 30, 2018
Current Assets
Cash	$	970		7,257
Prepaid expenses		380		950
Total Current Assets	$	1,350		8,207

Fixed Assets
Equipment and furniture, net	$	20,097		21,286
Total Fixed Assets	$	20,097		21,286

Total Assets	$	21,447		29,493

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts Payable		8,500		8,500
Customer Deposits		-		7,000
Related Party Loans		10,563		10,563
Total Current Liabilities	$	19,063		26,063

Total Liabilities	$	19,063		26,063

Stockholder’s Equity
Common stock, par value $0.001; 75,000,000 shares authorized,5,035,000 and 5,035,000 shares issued and outstanding		5,035		5,035
Additional paid in capital		38,665		38,665
Accumulated deficit		(41,316	)	(40,270	)
Total Stockholder’s Equity	$	10,884		3,430

Total Liabilities and Stockholder’s Equity	$	21,447		29,493

See accompanying notes, which are an integral part of these unaudited financial statements

Beliss Corp.

CONDENSED STATEMENTS OF OPERATIONS

Three months ended July 31, 2018 and 2017


		Three months ended July 31,2018(Unaudited)		Three months ended July 31, 2017 (Unaudited)

REVENUES	$	14,150		5,000
Gross Profit		14,150		5,000

OPERATING EXPENSES
General and Administrative Expenses		15,196		8,930
TOTAL OPERATING EXPENSES		(15,196	)	(8,930	)

NET LOSS FROM OPERATIONS		(1,046	)	(3,930	)

PROVISION FOR INCOME TAXES		-		-

NET LOSS	$	(1,046	)	(3,930	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		5,035,000		3,000,000

See accompanying notes, which are an integral part of these unaudited financial statements

Beliss Corp.

CONDENSED STATEMENTS OF CASH FLOWS

Three months ended July 31, 2018 and 2017


		Three months ended July 31, 2018 (Unaudited)			Three months ended July 31, 2017 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,046	)	$	(3,930	)
Adjustments to reconcile net loss to net cash used in operating activities: Depreciation		1,189			228
Changes in operating assets and liabilities:
Changes in Prepaid Expenses		570			(380	)
Changes in Accounts Payable		-			(190	)
Changes in Customer Deposits		(7,000	)		1,850
CASH FLOWS USED IN OPERATING ACTIVITIES		(6,287	)		(2,422	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		-			(2,890	)
CASH FLOWS USED IN INVESTING ACTIVITIES		-			(2,890	)

NET DECREASE IN CASH		(6,287	)		(5,312	)

Cash, beginning of period		7,257			7,397

Cash, end of period	$	970		$	2,085

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes, which are an integral part of these unaudited financial statements

Beliss Corp.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

July 31, 2018

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Beliss Corp. (“the Company”, “we”, “us” or “our”) was incorporate in the State of Nevada on October 24, 2016. Our general business strategy is to be actively engaged in providing high impact internet marketing to internet based businesses and small businesses seeking to create websites and provide better search engine optimization (“SEO”) software and techniques to small internet based businesses and people seeking to create websites. We will also design and develop mobile applications for ourselves and customers on the iOS, Android and Windows phones platforms. Office of the Company is located in India.

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. For the three months ended July 31, 2018 the Company had $14,150 revenues from customers. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. 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 will be able to raise additional funds through the capital markets. Despite management’s ongoing 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. The Company’s year-end is April 30.

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.

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 $970 of cash as of July 31, 2018 and $7,257 as of April 30, 2018.

Foreign Operations and Functional Currency

Despite the business location in India, the functional currency of the Company is US dollar, because this is the currency of the primary economic environment of the Company in accordance with FASB ASC 830-10-45-2.

Customer Deposit

Customer Deposit discloses an amount paid by a customer to a company prior to the company providing it with goods or services. The company receiving the money has an obligation to provide the goods or services to the customer or to return the money. The Company had $0 in customer deposit as of July 31, 2018 and $7,000 as of April 30, 2017.

Beliss Corp.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

July 31, 2018

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of furniture is 5 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. We incurred $1,189 of depreciation expense during the three months ended July 31, 2018 and $228 of depreciation expense during the three months ended July 31, 2017.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:


Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

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.

Revenue Recognition

Effective May 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. The implementation of ASC 606 did not have a material impact on the Company’s financial statements as Beliss Ñorp previously recognized revenue when the performance obligation for customers had been satisfied. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. The Company’s revenue consists of revenue from providing high impact internet marketing to internet based businesses and small businesses seeking to create websites and provide better search engine optimization (“SEO”) software and techniques to small internet based businesses and people seeking to create websites.

For our service contracts, our services provided are considered to be one single performance obligation. Revenue and expenses are recognized as services are rendered. As of July 31, 2018 the Company has four contracts. All of the contracts have a similar term. The average period for satisfying the performance obligation is three months. We have analyzed all of our four contracts and can confirm that all the requirements are considered in these contracts:

1) the contracts with customers were identified;

Beliss Corp.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

July 31, 2018

2) the performance obligation was the creation of a website and the provision of SEO-optimization and other services for this site;

3) the transaction price was determined in paragraph 1.3;

4) the Company has only one performance obligation, so the whole transaction price is related to this performance obligation;

5) the revenue was recognized when the performance obligation had been satisfied.

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

Basic Loss per Share

The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of July 31, 2018 and April 30, 2018 there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

Note 4 – FIXED ASSETS

As of July 31, 2018, we have purchased furniture for total $5,532 and office equipment for $18,239. As of July 31, 2018, accumulated depreciation of furniture was $1,335 and equipment depreciation was $2,339.

Note 5 – LOAN FROM DIRECTOR

As of July 31, 2018, our sole director has loaned to the Company $10,563. This loan is unsecured, non-interest bearing and due on demand. The balance due to the director was $10,563 as of July 31, 2018, and $10,563 as of April 30, 2018.

Note 6 – COMMON STOCK

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

In April 2017, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share.

In December 2017 the Company issued 750,000 shares for cash proceeds of $15,000 at $0.02 per share.

In January 2018 the Company issued 1,135,000 shares for cash proceeds of $22,700 at $0.02 per share.

In February 2018 the Company issued 150,000 shares for cash proceeds of $3,000 at $0.02 per share.

There were 5,035,000 shares of common stock issued and outstanding as of July 31, 2018 and 5,035,000 shares as of April 30, 2018.

Note 7 – COMMITMENTS AND CONTINGENCIES

Company has entered into a rental agreement for a $190 monthly fee, starting on April 1, 2017 and ends September 1, 2018. By providing written notice to Landlord, Tenant exercises renewal option in case of further rent.


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.

Description of the Business

We were incorporated in the State of Nevada on October 24th, 2016. Our general business plan is to be actively engaged in providing high impact internet marketing to internet based businesses and small businesses seeking to create websites and provide better search engine optimization (“SEO”) software and techniques to small internet based businesses and people seeking to create websites. We believe that there is a niche in this area as smaller companies are not coveted by the big internet advertising firms and they cannot afford to pay the higher fees demanded by large SEO web design companies. We will also design and develop mobile applications for ourselves and customers on the iOS, Android and Windows phones platforms.

Our ability to obtain the necessary financing to complete the development of the application and to become profitable is dependent on raising money in the future.

On October 24, 2016, we appointed Ajay Rajendran to be the President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the Company.

We received our initial funding of $3,000 through the sale of common stock to our President, Ajay Rajendran, who purchased 3,000,000 shares of our common stock at $0.001 per share on April 10, 2017.

We have never declared bankruptcy, have never been in receivership, and we have never been a party to any legal action or proceedings. Neither we, nor any officer, director, promoter or affiliate, have had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements, or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

Since incorporation, we have maintained our own website at www.belisscorp.com, have created contracts for clients and have engaged in negotiations with potential clients concerning services we might provide to them. We offer our clients the ability to create and design webpages customized to the any client’s unique needs.

We are a development stage. We currently have no employees. We plan to hire experienced employees in the future when we have sufficient revenues.

Legal Proceedings

The Company is not a party to any legal proceeding nor is it aware of any pending or threatened litigation against us.

Results of operations

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 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. However, there can be no assurances that we will be able to raise additional capital.

Liquidity and capital resources

As at July 31, 2018, our total assets were $21,447. Total assets were comprised of $1,350 in current assets and $20,097 in fixed assets.

As at July 31, 2018, our current liabilities were $10,563 and Stockholders’ equity was $10,884.

Cash flows from operating activities

For the three months ended July 31, 2018 net cash flows used in operating activities was negative $6,287.

Cash flows from investing activities

For the three months ended July 31, 2018 we have used no cash in investing activities.

Cash flows from financing activities

For the three months ended July 31, 2018 we have generated no cash flows by financing activities.

We qualify as an “ Smaller Reporting C ompany” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

- For example, smaller reporting companies are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or the auditor attestation of internal controls over financial reporting.

Future Financings

We will continue to rely on equity sales of the Company’s common shares in order to continue to fund business operations. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve any additional sales of equity securities or arrange for debt or other financing to fund planned research and development of our web and mobile based products.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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 July 31, 2018. 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.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The Company is not presently involved in any litigation nor is it aware of any pending or threatened litigation against us.


ITEM 1A.	RISK FACTORS

N/A


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None


ITEM 3.	DEFAULTS UPON SENIOR SECURITES

None


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE 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).

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

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Chennai September 19, 2018.

BELISS CORP.

By: /s/ Ajay Rajendran

Ajay Rajendran

  Chief Executive Officer,

Chief Financial Officer,

Principal Accounting Officer,

Director