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

 

 

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

 

Form 10-Q

 

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

For the quarterly period ended January 31, 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

 

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):

 

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 4,885,000 common shares issued and outstanding as of January 31, 2018.

 

 

Beliss Corp.

 

QUARTERLY REPORT ON FORM 10-Q

 

Table of Contents

 

 

 

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.

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.

BALANCE SHEET

As of January 31, 2018 and April 30, 2017

 

 

 

 

 

 

 

 

 

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

 

 

Beliss Corp.

STATEMENTS OF OPERATIONS

For the three and nine months ended January 31, 2018 and from inception to January 31, 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

Beliss Corp.

STATEMENTS OF CASH FLOWS

For the nine months ended January 31, 2018 and from inception to January 31, 2017

(Unaudited)

 

 

 

 

 

 

 

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

 

Beliss Corp.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

 

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 nine months ended January 31, 2018 the Company had $15,000 revenues from three customers Amit Sankaran, Nanda Mangal and Kunti Jayaraman.  The Company currently has loses 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 interim result is not indicative of the full year and need to be read in conjunction with S-1. 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 $5,733 of cash as of January 31, 2018 and $7,397 as of April 30, 2017.

 

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 January 31, 2018 and $7,000 as of April 30, 2017.

 

 

 

 

 

Beliss Corp.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

 

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 $792 and $1,297 of depreciation expense during the three and nine months ended January 31, 2018.

 

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:

 

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

 

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.  Our product is 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.

 

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 January 31, 2018 and April 30, 2017 there were no potentially dilutive debt or equity instruments issued or outstanding.

 

 

 

Beliss Corp.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

 

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.

 

ASC 606, Revenue From Contracts With Customers, was issued jointly by the FASB and IASB on May 28, 2014. It was originally effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Early application was not permitted (however, early adoption was optional for entities reporting under IFRSs). On August 12, 2015, the FASB issued an ASU, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred for one year the effective date of the new revenue standard for public and nonpublic entities reporting under U.S. GAAP. 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 January 31, 2018 we have purchased furniture for total $5,532 and office equipment for $18,239. As of January 31, 2018 depreciation expense of furniture was $782 and equipment depreciation was $515.

 

Note 5 – LOAN FROM DIRECTOR

 

As of January 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 January 31, 2018, and $663 as of April 30, 2017.

 

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.

 

There were 4,885,000 shares of common stock issued and outstanding as of January 31, 2018 and 3,000,000 shares as of April 30, 2017.

 

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.

 

 

 

 

Beliss Corp.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

 

Note 8 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to January 31, 2018 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, other than issuance of 150,000 shares for cash proceeds of $3,000 at $0.02 per share in February 2018.

 

 

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 company and have generated $15,000 revenue for the nine months ended January 31, 2018. We currently have no employees. We plan to hire experienced employees in the future when we have sufficient revenues. Our sole officer and director’s current training allows him to provide the services we list in this prospectus.

 

 

 

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 January 31, 2018, our total assets were $29,727. Total assets were comprised of $7,253 in current assets and $22,474 in fixed assets.

As at January 31, 2018, our current liabilities were $10,563 and Stockholders’ equity was $19,163.

 

Cash flows from operating activities

 

For the nine months ended January 31, 2018 net cash flows used in operating activities was negative $28,135.

 

Cash flows from investing activities

 

              For the nine months ended January 31, 2018 we have used $21,129 of cash in investing activities.

Cash flows from financing activities

 

For the nine months ended January 31, 2018 we have generated $47,600 of cash flows by financing activities.

.

  We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

  

·         Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·         Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

·         Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·         Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·         Disclose certain executive compensation related items such as the correlation between executive compensation and performance comparisons of the CEO’s compensation to median employee compensation.

  

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

  We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. However, even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth 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 January 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

 

 

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

 

 

 

N/A

 

 

None

 

 

None

 

 

None

 

 

None

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 March 26, 2018.

 

BELISS CORP.

By: /s/ Ajay Rajendran   

    

 Ajay Rajendran

 
 Chief Executive Officer,

      Chief Financial Officer,

      Principal Accounting Officer,

      Director