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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 [ ]
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State the
As of September 30, 2016, the aggregate market value of voting stockRegistrant’s Common Stock held by non-affiliates of the registrant,Registrant based upon the closing price of the Registrant’s Common Stock as of March 31, 2017 was approximately $17,650,000 (based on the price at which the common equity was sold, was $3,565,300.
As of November 17, 2016, there were 9,030,00017,650,000 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Articlesoutstanding held by non-affiliates on such date, $1.00 per share). Shares of Incorporation, Bylaws,the Registrant’s Common Stock held by each executive officer and Subscription Agreement are incorporateddirector and by referenceeach entity or person that, to the Company’s Registration Statement on Form S-1 filed withRegistrant’s knowledge, owned 5% or more of the SEC onRegistrant’s outstanding Common Stock as of March 24, 2015. Management Consultant Agreements are incorporated by reference31, 2017 have been excluded in that such persons may be deemed to be affiliates of the Company’s Registration Statement on Form S-1/A filed with the SEC on March 2, 2016.
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FUSE ENTERPRISES INC.
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| PART II | 8 |
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| PART III | 13 |
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| PART IV | 17 |
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the uncertainty of profitability based upon our history of losses;risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;risks related to our international operations and currency exchange fluctuations; andotherrisks and uncertaintiesrelatedthat are inherently difficult to predict, which could cause actual outcomes and results to differ materially from ourbusiness planexpectations, forecasts andbusiness strategy.
This list is not an exhaustive list of theassumptions. The following important factors, that mayamong others, could affect anyour future results and could cause those results to differ materially from those expressed in such forward-looking statements:
| · | the uncertainty of profitability based upon our history of losses; |
| · | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; |
| · | risks related to our international operations and currency exchange fluctuations; and |
| · | other risks and uncertainties related to our business plan and business strategy. |
As used in this annual report,
Item 1. BUSINESS
Our Business
Fuse(the “Company” or “Enterprises” or “We”) was incorporated under the laws of the State of Nevada on December 24, 2013. Enterprises Inc. is currently a digital marketing company. We generate our revenue by delivering complete marketing solutions to small and medium size businesses. Whether our client needs to develop a social media presence strategy, create a new website, or employ innovativefull service online marketing techniques, we can provide services from acrossagency, but is exploring opportunities in the digital marketing spectrum.
mining industry. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in the mining industry and is currently investigating potential mining targets in Asia and North America. Enterprises Inc. is a development stage company as defined by section 915-10-20the sole shareholder of Processing. On November 28, 2016, 5,500,000 shares of the FASB Accounting Standards Codification. Although the Company has recognized nominal amountscommon stock of revenue, it is still devoting substantially all of its efforts on establishing the business. All losses accumulated since Inception (December 24, 2013) have been considered as partEnterprises, or 60.91% of the Company’s development stage activities.
issued and outstanding shares of common stock, were sold by Pavel Mikhalkov and Aleksandr Kriukov in a series of private transactions to a new shareholder for an aggregate purchase price of $55,000 (collectively, the “Stock Sales”). In June 2014,connection with the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): EliminationStock Sales, Messrs. Mikhalkov and Kriukov released the Company from certain liabilities and obligations arising out of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.
The amendments in this Update remove the definition of a development stage entity from the Master Glossarytheir service as directors and officers of the Accounting Standards Codification, thereby removingCompany. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 (US$0.13). Trading had no operations prior to the financial reporting distinction between development stage entitiesacquisition by Processing, and other reporting entitiesTrading expects to be engaged in mining-related businesses. On May 26, 2017, the Company filed a Certificate of Change with the State of Nevada to (i) increase its authorized shares of common stock from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities75,000,000 to (1) present inception-to-date information in the statements of income, cash flows,375,000,000 and shareholder equity, (2) label the financial statements as those of(ii) effect a development stage entity, (3) disclose a descriptioncorresponding 5-for-1 forward stock split of the development stage activities in which the entity is engaged,issued and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.
For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Fuse Enterprises has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.
Our current services include:
Marketing.We offer a wide variety of online marketing service to meet our clients’ needs. Our services include Search Engine Optimization (SEO), Pay-Per-Click (PPC) management, affiliate marketing, content creation and marketing, e-mail marketing, Conversion Rate Optimization (CRO) and social media marketing.
Strategy.The foundation of an effective online strategy is based upon an intimate understandingoutstanding shares of the offering, the business and its online objectives. Strategy is the starting point of any project. We work with clients to set objectives for each marketing campaign. Using analytics, each campaign is analyzed for its effectiveness. Our marketing strategy planning services include digital review, research & analysis, and campaign planning.
Company’s common stock (the “Stock Split”).
Website Design. We offer custom website design services for websites targeted at traditional desktop and laptop users, as well as sites optimized for consumption on mobile devices. Our management and our freelance website design team is composed of experienced web design and creation professionals and graphic designers who create customized websites tailored to the needs and goals of our customers.
Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions
We do not own, either legally or beneficially, any patents or trademarks.
Research and Development Activities
2
Compliance with Environmental Laws
We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific toaffect our business.
current operations.
Our suitable replacement for them if they were to leave. For example, at present in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages or employment contracts to our senior officers are made by a majority of directors who have an interest in the outcome of the matters being decided. However, as a general rule, the shareholders generally. Enterprises. our failure to do so could have a material adverse effect on our business, operating results and financial condition. applicable. SECURITIES 2016 High Low First Quarter - - Second Quarter - - Third Quarter $0.00 $0.00 Fourth Quarter $1.25 $1.01 mining-related businesses. are investigating potential mining targets in Asia and North America. 2017 and 2016, respectively. The Company did not generate any revenue during the year ended September 30, 2017 due to the fact the Company did not receive any new orders for our consulting and website development services. The Company is also in the process of transforming its business by seeking new business opportunities in the mining industry. For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 Increase (Decrease) Compensation - officers $ 5,100 $ 3,900 $ 1,200 Professional fees 20,381 9,065 11,316 General and administrative 35,807 11,559 24,248 $ 61,288 $ 24,524 $ 36,764 For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 President, Chief Executive Officer $ 6,000 $ 6,000 Chief Financial Officer, Secretary and Treasurer 6,000 6,000 $ 12,000 * $ 12,000 * $20,000. As of As of September30, September 30, 2016 2015 Total current assets $ 16,697 $ 13,780 Total current liabilities (35,146) (25,652) Working capital (deficiency) $ (18,449) $ (11,872) For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 Net cash provided (used) by operating activities $ (40,716) $ 11,545 Net cash used in investing activities - (4,378) Net cash provided by financing activities 35,300 5,500 Net increase (decrease) in cash $ (5,416) $ 12,667 fixed assets of $14,598. our major shareholders. FUSE ENTERPRISES INC. BALANCE SHEETS September 30, 2016 September 30, 2015 ASSETS Current Assets: Cash $ 8,165 $ 13,581 Prepaid expenses 8,532 199 Total current assets 16,697 13,780 Property and equipment, net 2,258 3,520 Total Assets $ 18,955 $ 17,300 LIABILITIES AND STOCKHOLDER'S (DEFICIT) Current Liabilities: Accounts payable and accrued liabilities $ 7,742 $ 10,652 Accounts payable - related parties 27,405 15,000 Total current liabilities 35,147 25,652 Total Liabilities 35,147 25,652 Commitments and Contingencies Stockholders' Equity (Deficit): Common stock, par value $0.001 per share, 75,000,000 shares authorized; 9,030,000 and 5,500,000 shares issued and outstanding as of September 30, 2016 and 2015, respectively 9,030 5,500 Additional paid-in capital 31,770 - Accumulated deficit (56,992) (13,852) Total stockholders' (deficit) (16,192) (8,352) Total Liabilities and Stockholder's (Deficit) $ 18,955 $ 17,300 FUSE ENTERPRISES INC. STATEMENTS OF OPERATIONS Year Ended September 30, 2016 Year Ended September 30, 2015 Revenue $ 25,175 $ 28,600 Cost of revenue 7,027 8,683 Gross profit 18,148 19,917 Operating Expenses: Compensation – officers 5,100 3,900 Professional fees 20,381 9,065 General and administrative 35,807 11,559 Total operating expenses 61,288 24,524 Loss from Operations (43,140) (4,607) Income tax provision - - Net Loss $ (43,140) $ (4,607) Net Loss Per Common Share: Net loss per common share - Basic and Diluted $ 0.01 $ 0.00 Outstanding - Basic and Diluted 7,026,000 5,154,795 FUSE ENTERPRISES INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’(DEFICIT) Description Common stock Accumulated Deficit Total Shares Amount Additional Paid-in Capital Balance – September 30, 2014 - $ - $ - $ (9,245) $ (9,245) Common stock issued for cash at $0.001 per share 5,500,000 5,500 - - 5,500 Net income (loss) - - - (4,607) (4,607) Balance – September 30, 2015 5,500,000 5,500 - (13,852) (8,352) Common stock issued for cash at $0.01 per share 3,530,000 3,530 31,770 - 35,300 Net income (loss) - - - (43,140) (43,140) Balance – September 30, 2016 9,030,000 $ 9,030 $ 31,770 $ (56,992) $ (16,192) FUSE ENTERPRISES INC. STATEMENTS OF CASH FLOWS Year Ended September 30, 2016 Year Ended September 30, 2015 Operating Activities: Net Loss $ (43,140) $ (4,607) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 1,262 858 Changes in Operating Assets and Liabilities- Prepaid expenses (8,333) (199) Accounts payable and accrued liabilities (2,910) 3,493 Accounts payable - related party 12,405 12,000 Net Cash Provided (Used) by Operating Activities (40,716) 11,545 Investing Activities: Acquisition of property and equipment - (4,378) Net Cash Used in Investing Activities - (4,378) Financing Activities: Proceeds from issuance of common stock 35,300 5,500 Net Cash Provided by Financing Activities 35,300 5,500 Net Change in Cash (5,416) 12,667 Cash - Beginning of Period 13,581 914 Cash - End of Period $ 8,165 $ 13,581 Cash paid during the period for: Interest $ - $ - Income tax paid $ - $ - Estimated Useful Lives (Years) September 30, 2016 September 30, 2015 Computer equipment 5 $ 3,089 $ 3,089 Less accumulated depreciation (1,556) (616) Computer equipment, net 1,533 2,473 Office furniture 7 1,289 1,289 Less accumulated depreciation (564) (242) Office furniture, net 725 1,047 Total property and equipment, net $ 2,258 $ 3,520 For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 President, Chief Executive Officer $ 6,000 $ 6,000 Chief Financial Officer, Secretary and Treasurer 6,000 6,000 $ 12,000 * $ 12,000 * September 30, 2016 September 30, 2015 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 8,549 $ 2,078 Less valuation allowance (8,549) (2,078) Deferred tax assets, net of valuation allowance $ - $ - For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 Federal statutory income tax rate 15.0 % 15.0 % Change in valuation allowance on net operating loss carry-forwards (15.0)% (15.0)% Effective income tax rate 0.00 % 0.00 % Management For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 Company A 11.92 % - % Company B 45.98 % - % Company C 12.90 % - % Company D 14.30 % - % Company E 14.90 % - % Company F - % 22.73 % Company G - % 14.69 % Company H - % 15.73 % Company I - % 19.23 % Company J - % 27.62 % 100.00 % 100.00 % an integral part of these consolidated financial statements. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Change in Pension Value & Non-quali- Non-Equity fied Incentive Deferred All Plan Compen- Other Stock Option Compen- sation Compen- Name and Principal Salary Bonus Awards Awards sation Earnings sation Totals Position [1] Year ($)* ($) ($) ($) (S) ($) ($) ($) Aleksandr Kriukov 2016 0 0 0 0 0 0 6,000 6,000 President, CEO 2015 0 0 0 0 0 0 6,000 6,000 Pavel Mikhalkov 2016 0 0 0 0 0 0 6,000 6,000 CFO, Treasurer, Secretary 2015 0 0 0 0 0 0 6,000 6,000 income. accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not Title of Class Name of Beneficial Owner Directors and Officers: Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership % Common Aleksandr Kriukov, CEO, President and Director 3,000,000 33.22 Common Pavel Mikhalkov, CFO, Treasurer, Secretary and Director 2,500,000 27.69 Common All executive officers and directors as a group (2 persons) 5,500,000 60.91 Chief Financial Officer For the Year Ended September 30, 2016 For the Year Ended September 30, 2015 President, Chief Executive Officer $ 6,000 $ 6,000 Chief Financial Officer, Secretary and Treasurer 6,000 6,000 $ 12,000 * $ 12,000 * service term, the consultant will refund Processing $1,000,000 of the consulting fee. During the year ended September 30, 2017, the Company expensed $325,000 prepaid consulting expense, respectively, which was amortized over six months per the terms of the original agreement. Year ended Year ended September 30, 2016 September 30, 2015 Audit fees $6,750 $6,500 Audit – related fees Nil Nil Tax fees 565 565 All other fees 1,000 Nil Item 1A.Fuse Enterprises Inc. is"emerging“emerging growth company"company” until the earliest to occur of (a) the last day of the fiscal year during which its total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering, (c) the date on which Fuse Enterprises has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which Fuse Enterprises is deemed a "large“large accelerated filer"filer” (with at least $700 million in public float) under the Securities and Exchange Act of 1934 (the "EXCHANGE ACT"“Exchange Act”).Fuse Enterprises remainswe remain an "emerging“emerging growth company"company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging“emerging growth companies"companies” as described in further detail in the risk factors below. Fuse EnterprisesWe cannot predict if investors will find its shares of common stock less attractive because Fuse Enterprises will rely on some or all of these exemptions. If some investors find Fuse Enterprises’sour shares of common stock to be less attractive as a result, there may be a less active trading market for its shares of common stock and its stock price may be more volatile.Fuse Enterpriseswe avails itselfourselves of certain exemptions from various reporting requirements, itssuch reduced disclosure may make it more difficult for investors and securities analysts to evaluate Fuse Enterprisesus and may result in less investor confidence."emerging“emerging growth companies"companies”. Fuse EnterprisesWe meets the definition of an "emerging“emerging growth company"company” and so long as itwe qualifies as an "emerging“emerging growth company," it” we will not be required to:"emerging“emerging growth company"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“emerging growth company"company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, Fuse Enterprises is choosingwe have chosen to "opt out"“opt out” of such extended transition period, and as a result, Fuse Enterprises will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that its decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.$95,075$1,652,899 in operating costs since inception. As of September 30, 2016,2017, we had accumulated a deficit of $56,992.$1,614,816. We have a limited operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to continue generating revenues. However, our revenues may not be sufficient to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to achieve a sustainable sales level will cause us to go out of business.We depend on key personnel.future success will depend, in part,depends substantially on the continued serviceretention of certain key personnel particularly, Aleksandr Kriukov,and our Presidentability to hire and Director and Pavel Mikhalkov, our Secretary, Treasurer, Chief Financial Officer and Director. On July 1, 2015, we have entered into management consultant agreements with Aleksandr Kriukov, our President, and Pavel Mikhalkov, our Chief Financial Officer. The term of the agreements is one year and they can be terminated unilaterally with a 60 day notice by either party. If any of our directors and officers choose to leave the company, we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delayin the future to support our plangrowth.harmadversely affected. We are dependent upon Mr. Umesh Patel, our abilitychief executive officer (“CEO”) and a director; and Mr. Umesh Patel, our chief financial officer (“CFO”) and a director. The loss of the services of Messrs. Patel or Viotto for any reason could significantly adversely impact our business and results of operations. Competition for senior management in the United States is intense and the pool of qualified candidates is very limited. Accordingly, we cannot guarantee that the services of our senior executives and other key personnel will continue to provide servicesbe available to our current customers, whichus, or that we will havebe able to find a significant impact on our business.The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.Mr. Kriukov and Mr. Mikhalkov lack public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our CEO has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, in which event you could lose your entire investment in our company.Ourcompany'scompany’s annual or interim financial statements will not be prevented or detected on a timely basis. For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel. If the result of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.U.S. investors may experience difficulties in attempting to effect a service of process and enforce judgments based upon U.S. Federal Securities Laws against the company and its non U.S. resident officers and directors.We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. However, since Mr. Kriukov and Mr. Mikhalkov, our officers and directors, reside outside the United States substantially all or a portion of their assets are located outside the United States. As a result, it may not be possible for investors to:·effect service of process within the United States against your non-U.S. resident officers or directors;·enforce U.S. court judgments based upon the civil liability provisions of the U.S. federal securities laws against any of the above referenced foreign persons in the United States;·enforce in foreign courts U.S. court judgments based on the civil liability provisions of the U.S. federal securities laws against the above foreign persons; and·bring an original action in foreign courts to enforce liabilities based upon the U.S. federal securities laws against the above foreign persons.stockholdersshareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.ethics.Weethics. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so.board of directors,Board, as we presently do not have independent directors on our board.Board. If we expand our boardBoard membership in future periods to include additional independent directors, we may seek to establish an audit and other committeecommittees of our board of directors.Board. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholdersshareholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct.board of directors,Board, in making its decisions, determines first that the terms of such transaction are no less favorable to us that those that would be available to us with respect to such a transaction from unaffiliated third parties. The company executes the transaction between executive officers and the company once it was approved by the Board of Directors.Directors, who are also our sole promoters, own 60.91%largest shareholder, will have control over key decision making as a result of its control of a substantial amount of our outstanding common stock they could makevoting stock.control corporate decisions that may be disadvantageous to other minority shareholdersits sole director, Mr. Yong Zhang, directly and will be able to cause our company to engage in business combination without seeking shareholder approval.Our Directors own 100% of the outstandingindirectly owned 27,500,000 shares, of our common stock as of the date of this Offering. If the minimum amount of the shares will be sold, our Directors own 60.91%or 60.9%, of our outstanding common stock. Accordingly, they have a significant influence in determiningLandbond’s beneficial ownership of 60.9% of our issued and outstanding common stock will give it the ability to control the outcome of all corporate transactionsmatters submitted to shareholders for approval in the future, including the election of directors and any merger, consolidation, or other matters, including mergers, consolidations and the sale of all or substantially all of ourtheir respective assets. They will exercise completeThis concentrated control overcould delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of their respective assets that other shareholders support, or conversely this concentrated control could result in the company and have the ability to make decisions regarding, (i) whether to issueconsummation of such a transaction that other shareholders do not support. This concentrated control could also discourage a potential investor from acquiring our common stock, and preferred stock, including decisionsdue to issue common and preferred stockthe limited voting power of such shares. As a shareholder, even a controlling shareholder, Landbond is entitled to themselves; (ii) employment decisions, including theirvote its shares in its own compensation arrangements, (iii)interests, which may not always be in the appointment of all directors; and (iv) whether to enter into material transactions with related parties. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.We will not be requiredevaluate our internal control over financial reporting under Section 404 ofcomply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act until the end of the second fiscal year reported upon in our second annual report on form 10-K.The Sarbanes-Oxley Act of 2002, (“Sarbanes-Oxley”). Our senior management does not have significant experience managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may be unable to implement programs and policies in an effective and timely manner or that adequately respond to the newincreased legal, regulatory and reporting requirements associated with being a publicly traded company. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties, distract our management from attending to the management and growth of our business, result in a loss of investor confidence in our financial reports and have an adverse effect on our business and stock price. subsequently implemented by the Securities and Exchange Commissions, the Financial Industry Regulatory Authority (“FINRA”)SEC and the Public Company Accounting Oversight Board have imposed various new requirementsstock exchange on which our common stock is traded. The expenses incurred by public companies including requiring changes infor reporting and corporate governance practices.We expect thesepurposes have increased dramatically over the past several years. These rules and regulations to increasehave increased our legal and financial compliance costs substantially and to make some activities more time-consumingtime consuming and costly. TheseIf our costs could affect profitability and our results of operations.We are indemands upon management increase disproportionately to the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404. We will not be required to conduct the evaluation of effectivenessgrowth of our internal controls until the endbusiness and revenue, our operating results could be harmed.willmay be lessfewer ways in which you can make a gain on any investment in Fuse Enterprises Inc.Fuse Enterprises Inc. will need to come through appreciation of the stock’s price.You could be diluted from ourcapital stock, all of which could have a materially adverse effect on our operating results.derivative securities.Asstrategic investment prospects that we believe would offer strategic growth opportunities. From time to time, we review investments in new businesses and we expect to make investments in, and to acquire, businesses, products or technologies in the future. In the event of September 30, 2016,any future acquisitions, we had 9,030,000 sharesmay expend significant cash, incur substantial debt and/or issue equity securities and dilute the percentage ownership of current shareholders, all of which could have a material adverse effect on our operating results and the price of our common stock outstanding and no shares of preferred stock outstanding.stock. We are authorizedcannot guarantee that we will be able to issue up to 75,000,000 shares of common stock and no shares of preferred stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking stockholder approval, to issue additional shares of common stocksuccessfully integrate any businesses, products, technologies or preferred stockpersonnel that we may acquire in the future, for such consideration as the Board of Directors may consider sufficient. The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and voting power. (trading) market for our common stock and; therefore, our investors may not be able to sell their shares.thinly-traded.thinly traded. As a result, stockholdersshareholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders.shareholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholdersshareholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:companies'companies’ securities and that have often been unrelated to the operating performance of these companies. stockholdersshareholders may be unable to sell their shares, or may be forced to sell them at a loss.Securities and Exchange CommissionSEC has adopted Rule 3A51-1, which establishes the definition of a “Penny Stock,” for the purposes relevant to us, as any equity security that has market price of less than $5.00 per share or within an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15G-9 require:person'sperson’s account for transactions in penny stocks; and person'sperson’s account for transactions in penny stocks, the broker or dealer must:"penny“penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.You may face significant restrictions on the resale of your shares due to state “blue sky” laws.Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.do not hold ownership or leasehold interestlease office space in any property and pay our officeArcadia, California for monthly rent onof approximately $1,896 pursuant to a monthly basis.lease agreement with a term from January 1, 2017 to December 31, 2018.proceedings, and we are not aware of any pending or potential legal actions.proceedings.applicable to our Company.Item 5.STOCKHOLDERSHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.Market Informationyearyears ended September 30, 2017 and 2016.2017 High Low First quarter $ 1.00 $ 0.30 Second quarter $ 1.00 $ 0.30 Third quarter $ 1.00 $ 0.63 Fourth quarter $ 1.11 $ 0.39 2016 High Low First quarter $ N/A $ N/A Second quarter $ N/A $ N/A Third quarter $ 0.00 $ 0.00 Fourth quarter $ 1.25 $ 1.01 2016,2017, there were 35 record holders of 9,030,00045,150,000 shares of the Company'sCompany’s common stock.Company'sCompany’s business.salesSales of unregistered securities.There were noUnregistered Securities and Use of Proceeds2016.We completed an offering of 5,500,000 shares of our common stock at2017 that were not previously disclosed in a price of $0.001 per share to our Directors Aleksandr Kriukov (3,000,000) and Pavel Mikhalkov (2,500,000) during the year ended September 30, 2015. The total amount received from this Offering was $5,500. We completed this offering pursuant to Regulation S of the Securities Act.All of our directors and all of our executive officers reside outside the United States.The offer and sale of all shares of our common stock listed above were affected in reliancequarterly report on the exemptions for sales of securities not involvingForm 10-Q or a public offering, as set forth in Regulation S promulgated under the Securities Act. The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person. None of the funds used by the subscriber to purchase the units have been obtained from United States Persons. For purposes of the Subscription Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.Issuer Purchases of Equity SecuritiesWe did not repurchase any of our equity securities during the years ended September 30, 2016 and 2015.Item 6.auditedconsolidated financial statements and related notes thereto included herein. In connection with,appearing elsewhere in this report. This discussion and because we desire to take advantageanalysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussionvarious factors, including those discussed below and elsewhere in this reportAnnual Report on Form 10-K, particularly under the heading “Risk Factors.”any other statement madeAsia and North America. Enterprises is the sole shareholder of Processing. On November 28, 2016, 5,500,000 shares of the common stock of Enterprises, or 60.91% of the Company’s issued and outstanding shares of common stock, were sold by or on our behalf, whether or notPavel Mikhalkov and Aleksandr Kriukov in future filingsa series of private transactions to a new shareholder for an aggregate purchase price of $55,000 (collectively, the “Stock Sales”). In connection with the SecuritiesStock Sales, Messrs. Mikhalkov and Exchange Commission.11Forward-looking statements are statements not based on historical informationKriukov released the Company from certain liabilities and which relateobligations arising out of their service as directors and officers of the Company. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 (US$0.13). Trading had no operations prior to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimatesthe acquisition by Processing, and assumptions that are inherently subjectTrading expects to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressedbe engaged in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.20162017 and 2015.2016generatehave historically generated revenue from sales of our marketing and web development services directly to small and medium-sized business. We acquirehave acquired customers through direct telemarketing referrals and our primary website that provides a description of our companyreferrals. We are currently seeking business opportunities in the mining industry and our service offerings (www.fuseenterprises.com). 2015 was $25,175, and $28,600 respectively. Our cost of revenues for the yearyears ended September 30, 2017 and 2016 was $0 and $7,027, (September 30, 2015: $8,683)respectively, resulting in a gross profit of $0 and $18,148 (Septemberfor the years ended September 30, 2015: $19,917).20162017 and 20152016 are outlined in the table below: 2017 2016 General and administrative $ 1,519,295 $ 61,288 $ 1,447,231 $ 1,519,295 $ 61,288 $ 1,447,231 2016,2017, compared to our fiscal 2015, was due to an increase in our corporate activities, an increase in expenses related to implementation of our business plan, an increase in professional fees and an increase in consulting fees associated with DTC eligibility of our common stock. In addition, we paid to the OTC Markets Group Inc. a one-time application fee of $2,500 for issuer’s up-listing for OTCQB quotation.General and administrative expenses of $35,807 incurred during the year ended September 30, 2016, consistedmainly included increased: salary expenses of filing$201,845, travel expenses of $367,138, legal fees of $4,245 (September 30, 2015: $1,960), accounting fees of $7,565 (September 30, 2015: $5,000),$78,203 and consulting fees of $11,500 (September 30, 2015: $3,000), depreciation expense$657,929, as a result of $1,262 (September 30, 2015: $858), officethe Company recruiting experienced personnel, advisors and consultants, and becoming more aggressive in seeking business opportunities for its development and expansion. In addition to the online marketing and consulting business, the Company is actively seeking opportunities in the mining industries in Asia and North America. of $5,558 (September 30, 2015: $1,606), office rent of $2,403 (September 30, 2015: $1,704), travel expenses of $5,301 (September 30, 2015: $367) and bank charges of $973 (September 30, 2015: $63). Legal$0 (September 30, 2015: $2,000).Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer$38,529 for the years ended September 30, 2016 and 2015 were as follows:* - During the year ended September 30, 2016, $6,900 (September2017, compared to $0 for the year ended September 30, 2015: $8,100)2016. The increase in non-operating expenses was mainly due to increased interest expense of these related party$162,586 and financial expense of $1,800, which was partially offset by increased interest income of $105,686, net other income of $170 and consulting services was recognized in costincome of revenues and $5,100 (September 30, 2015: $3,900) in officers’ compensation within operating expenses.From time to time, the President, CEO and significant stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. 20162017 and 2015, the advance balance was $405 and $Nil respectively.As of September 30, 2016, and 2015 the Company owed its directors and officers $0 and $27,405 and $15,000 respectively. These amounts represent unpaid consulting fees and cash advances as of the end of the reporting period.LiquidityOur internal liquidity is provided by our operations.Duringyearsperiods indicated: As of As of September 30, September 30, 2017 2016 Total current assets $ 5,344,093 $ 16,697 Total current liabilities (6,879,283 ) (35,147 ) Working capital deficiency $ (1,535,189 ) $ (18,450 ) 20162017 and 20152016, the Company reported net loss from operations of $1,557,825 and $43,140 and $4,607, respectively.To date we financed our operations by cash generated from sales of our services and shares of our common stock. We were able to sustain our operations by increasing the number of our clients. We have sold 5,500,000 shares of common stock at $0.001 per share to our Directors for total proceeds of $5,500 during the year ended September 30, 2015.During the third quarter of our fiscal 2016, the Company’s Registration Statement on the Form S-1 filed with the Securities and Exchange Commission was declared effective. The Company completed the sale of 3,530,000 shares of common stock at $0.01 per share for total proceeds of $35,300 pursuant to this Registration Statement.maintainingand establishing profitability and positive cash flow, additional capital may be required to maintain ongoing operations. We have explored and are continuing to explore options to provide additional financing to fund future operations as well as other possible courses of action. Such actions may include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from our directors or other third parties or banks, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, our directors, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows. Net cash used in operating activities $ (2,521,329 ) $ (40,716 ) Net cash used in investing activities (3,939,598 ) - Net cash provided by financing activities 6,871,855 35,300 Net increase (decrease) in cash $ 410,928 $ (5,416 ) $25,175$0 and $28,600$25,175 during the years ended September 30, 2017 and 2016, and 2015, respectively. In addition to cash received from marketing and web development services, we received proceedsprovided by (used by)used in operating activities as of September 30, 2016 of $(40,716) (September 30, 2015: $11,545) is a net result of cash generated from sales of our marketing and web development services, sales of our common stock and changes in our current assets and liabilities.This portion of our cash flow represents the most significant source of funding for our operations. The major uses of our operating cash include funding general operating expenses (listing and professional expenses, consulting, travel, office expenses and office rent) and cost of revenues.Cash flows resulting from changes in assets and liabilities for the year ended September 30, 2016, include an increase of $12,000 (September 30, 2015: $12,000) in the officers’ accrued compensation, an increase in prepaid expenses of $8,333 (September 30, 2015: $199) and a decrease in accounts payable and accrued liabilities of $2,910. The increase in the officers’ accrued compensation is due to the consulting fees incurred by the Company during the years ended September 30, 2017 and 2016 was $2,521,329 and 2015 that remained unpaid as at the end of the year.$40,716, respectively. The decrease in accounts payable reflected the company’s payments to the vendors during the year ended September 30, 2016.The increase in prepaid expensesnet cash used in operating activities was mainly due to our paymentincreased net loss of OTCQB annual listing fees in the amount$1,557,825 and increased cash outflow for prepaid consulting expenses of $10,000 for the period$1,325,000, which was partially offset by a capital contribution from August 1, 2016 to July 31 2017. These fees are amortized over the periodan officer’s salary of 12 months. As of September 30, 2016 the company expensed $1,667 of these fees and recorded the reminder of $8,333 as prepaid listing fees.We did not generate anyfromused in investing activities duringfor the yearyears ended September 30, 2016.During the year ended September 30, 2015 we2017 and 2016 was $3,939,598 and $0, respectively. The increase in net cash used in investing activities was mainly due to cash outflow for a portionseries of ournotes receivable of $3,925,000 and cash outflow for acquisition of $4,378 provided by operating activities for purchasing computer and office equipment.yearyears ended September 30, 2017 and 2016, the Company’s Registration Statement on the Form S-1 filed with the Securities and Exchange Commission was declared effective. The Company completed the sale of 3,530,000 shares of common stock at $0.01 per share for totalwe received proceeds of $0 and $35,300, pursuantrespectively, from the issuance of the company’s common stock; we had an increase in paid in capital of $2,038 and $0, respectively, through the payment for certain payables made by our management as capital contributions; and $6,869,818 and $0, respectively, from the issuance of a note to this Registration Statement.During the year ended September 30, 2015 the Company sold 5,500,000 sharesone of common stock at par value to the Company Directors for $5,500 in cash.UnauditedConsolidated Financial Statements.2016,2017, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.OTCBB and OTCQB quotationOur common stock has been quoted on the OTC Bulletin Board and in OTC Link since June 22, 2016 under the symbol “FSNT”. During a fourth quarter of our fiscal 2016 the Company filed an application with theOTC Markets Group, Inc.to be quoted on the OTCQB quotation medium. Our application was approved on August 8, 2016 and our common stock has been quoted on the OTC Links under the symbol “FSNT” effective August 9, 2016. We paid a one-time $2,500 application fee and $10,000 annual fees that covers a period from August 1, 2016 to July 31, 2017. To be eligible for trading on the OTCQB marketplace companies are required to:-Meet a minimum bid price test of $0.01 and not be subject to bankruptcy or reorganization proceedings. Securities that do not meet the minimum bid price test or that are in bankruptcy will be downgraded to OTC Pink;-Submit an application to OTCQB and pay an application and annual fee;-Submit an OTCQB Annual Certification confirming the Company Profile displayed on otcmarkets.com is current and complete and providing additional information on officers, directors, and controlling shareholders.Item 7A.We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.Item 8.Financial StatementsCompany’s consolidated financial statements beginning on page F-1 of this Annual Report on Form 10-K.ContentsPageReport of Independent Registered Public Accounting Firm KLJ & Associates, LLPF-1Balance Sheets at September 30, 2016 and 2015F-2Statements of Operations for the Years Ended September 30, 2016 and 2015F-3Statement of Changes in Stockholders’ Deficit for the Period from December 24, 2013 (Inception) through September 30, 2016F-4Statements of Cash Flows for the Years Ended September 30, 2016 and 2015F-5Notes to the Financial StatementsF-6
REPORT OF INDEPENDENT REGISTERED PUBLICITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FIRMToAND FINANCIAL DISCLOSUREStockholdersratified the dismissal of Fuse Enterprises, Inc.We have audited the accompanying balance sheet of Fuse Enterprises, Inc. (the “Company”KLJ & Associates, LLP (“KLJ”) as ofthe Company’s independent registered public accounting firm for the fiscal year ended September 30, 20162017, effective as of February 13, 2017.2015 , andfor the related statements of operations, stockholders’ equity, and cash flows for thefiscal years ended September 30, 2016 and 2015. Fuse Enterprises, Inc.’s management is responsible for these financial statements. Our responsibility is2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to express an opinion on these financial statements based on our audit.We conducted our audits in accordance withuncertainty, audit scope or accounting principles.standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fuse Enterprises, Inc.as offiscal years ended September 30, 2016 and 2015, and forin the years then ended in conformity withsubsequent interim period through February 13, 2017, there were (i) no disagreements between the Company and KLJ on any matter of accounting principles generally acceptedor practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KLJ, would have caused KLJ to make reference to the subject matter of the disagreement in the United States of America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 totheir reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.has limited working capital. These matters raise substantial doubt aboutthat would impair its independence. During the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also describedfiscal years ended September 30, 2016 and 2015, respectively, and in Note 3. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result shouldsubsequent interim period through February 13, 2017, neither the Company be unable to continue as a going concern./s/ KLJ & Associates, LLPKLJ & Associates, LLPEdina, MNNovember 16, 20165201Eden AvenueSuite 300Edina, MN 55436630.277.2330The accompanying notes are an integral part of these financial statements.The accompanying notes are an integral part of these financial statements.The accompanying notes are an integral part of these financial statements.The accompanying notes are an integral part of these financial statements.FUSE ENTERPRISES INC.NOTES TO THE SEPTEMBER 30, 2016 AND 2015 FINANCIAL STATEMENTSNote 1 – Organization and OperationsFuse Enterprises Inc. (the “Company”) was incorporated under the lawsnor anyone acting on its behalf has consulted with MJF on any of the Statematters or events set forth in Item 304(a)(2) of Nevada on December 24, 2013. Fuse Enterprises Inc. is a full service online marketing agency.Note 2Significant Accounting PoliciesBasisDisclosure ControlsPresentationThe Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).Development Stage companyFuse Enterprises Inc. is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing the business. All losses accumulated since Inception (December 24, 2013) have been considered as part of the Company’s development stage activities.In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entitiesour disclosure controls and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Fuse Enterprises has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.Use of Estimates and Assumptions and Critical Accounting Estimates and AssumptionsThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:(i)Assumption as a going concern:Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.(ii)Allowance for doubtful accounts:Management’sestimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts;and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole.(iii)Valuation allowance for deferred tax assets:Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors;These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.Actual results could differ from those estimates.Fair Value of Financial InstrumentsThe Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:Level 1Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3Pricing inputs that are generally observable inputs and not corroborated by market data.Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.Property and EquipmentProperty and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of office equipment is computed by the double declining method (200%) over the assets estimated useful life of five (5) years for computer equipment and seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.Related PartiesThe Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or torelated partiesprocedures as of the dateend of each balance sheet presentedthe 2017 fiscal year. This evaluation was conducted with the participation of our chief executive officer and ifour principal accounting officer.otherwise apparent,expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the termsobjectives of a control system are met. Further, any control system reflects limitations on resources, and mannerthe benefits of settlement.Commitmentsa control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and Contingenciesthat breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.Company follows subtopic 450-20 ofthe FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may existfollowing table sets forth as of December 19, 2017 the datenames, positions and ages of our current executive officers and directors. Our directors serve until the financial statementsnext annual meeting of shareholders or until their successors are issued, which may result in a loss toelected and qualified. Our officers are elected by the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities,Board and such assessment inherently involves an exercisetheir terms of judgment.In assessing loss contingencies related to legal proceedings thatoffice are, pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.Revenue RecognitionThe Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.Income Tax ProvisionThe Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowanceexcept to the extent governed by an employment contract, at the discretion of the Board.Name of Current Director and/or Executive Officer Age Position(s) Umesh Patel (1) 61 Director, Chief Executive Officer Michael Viotto (2) 66 Director, Chief Financial Officer (1) On February 15, 2017, the Board appointed Mr. Patel to serve as a director and the Company’s Chief Executive Officer. (2) On August 15, 2017, the Board appointed Mr. Viotto to serve as a director and the Company’s Chief Financial Officer, effective August 16, 2017. concludes itand catering from Maharaja Sayaji Rao University in Baroda, India in 1978. The Board believes that Mr. Patel is more likely than not thatwell qualified to serve as a member of the assets will not be realized. Deferred tax assetsBoard and liabilities are measured using enacted tax rates expectedas the Company’s Chief Executive Officer due to applyhis extensive regulatory and investment experience.taxable incomeAugust, 2017. From May, 2013 to January, 2017, Mr. Viotto served as a member of the Board of Directors to Nova Lifestyle, Inc. (NASDAQ: NVFY); as Chairman of its Nominating and Corporate Governance Committee, and as a member of the Compensation and Audit Committees. From May, 2009 to September, 2014, Mr. Viotto was the President of MJV Financial Inc. and was appointed as exclusive agent for Coface North America, an internationally recognized leader in the yearsTrade Finance Industry. which those temporary differences are expectedBusiness Administration from California Polytechnic University in Pomona, California in 1985. The Board has selected Mr. Viotto to be recovered or settled. The effect on deferred tax assets and liabilities ofserve as a change in tax rates is recognizedqualified member to the Board due to his extensive experience in the statements of operations in the period that includes the enactment date.The Company adopted the provisions ofparagraph 740-10-25-13 of the FASB Accounting Standards Codification.Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Underparagraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interestfinance industry, including business development and penalties on income taxes, accounting in interim periodsrisk assessment and requires increased disclosures.The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.Uncertain Tax PositionsThe Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions ofSection 740-10-25at September 30, 2016 and 2015.Earnings per ShareEarnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share ("EPS") is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options andwarrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.There were no potentially debt or equity instruments issued and outstanding at any time duringthe years ended September 30, 2016 and 2015.Cash Flows ReportingThe Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses theindirect or reconciliation method (“Indirect method”) as defined byparagraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant toparagraph 830-230-45-1 of the FASB Accounting Standards Codification.Subsequent EventsThe Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.Recently Issued Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, will have a material effect on the accompanying financial statements.Note 3 – Going ConcernThe accompanying financial statements have been preparedassuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.As reflected in the accompanying financial statements, the Company had accumulated deficit at September 30, 2016, which raise substantial doubt aboutGiven the Company’s abilitylimited operations, it has not adopted a code of ethics applicable to continue as a going concern.The Company is attempting to commence operationsits principal executive officer and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by wayprincipal financial officer.Depreciation expenseDepreciation expense for the years ended September 30, 2016 and 2015 was $1,262 and $858, respectively.Note 5Secretary and Treasurer and Chief Financial OfficerConsulting services providedOfficer. These executives, along with other individuals who served in those positions during the last fiscal year, comprise our “Named Executive Officers” (NEOs) for purposes of applicable SEC disclosure regulations.● attract, motivate and retain executives who drive our success and industry leadership; and provide each executive, from vice president to CEO, with a base salary on the market value of that role, and ● the individual’s demonstrated ability to perform that role. the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer forawarded to or paid to our NEOs in the years ended September 30, 20162017 and 2015 were as follows:2016:
Position
Ended
($)
($) Stock Awards Option Awards
($)
($)
($)
($) Aleksandr Kriukov (1) 2017 - - - - - - - - 2016 6,000 - - - - - - 6,000 Pavel Mikhalkov (2) 2017 - - - - - - - - 2016 6,000 - - - - - - 6,000 Yong Zhang(3) 2017 16,667 - - - - - - 16,667 2016 - - - - - - - - Choon Kang Roy Tan (4) 2017 40,000 - - - - - - 40,000 2016 - - - - - - - - Umesh Patel (5) 2017 41,596 - - - - - - 41,596 2016 - - - - - - - - Michael Viotto (6) 2017 5,133 - - - - - - 5,133 2016 - - - - - - - - (1) Mr. Kriukov resigned from his positions as Chief Executive Officer and a director on November 28, 2016. (2) Mr. Mikhalkov resigned from his positions as Chief Financial Officer and a director on November 28, 2016. (3) Mr. Zhang was appointed as Chief Executive Officer and a director on November 28, 2016, and resigned from those positions on February 15, 2017. (4) Mr. Kang was appointed as Chief Financial Officer and a director on November 28, 2016, and resigned from those positions on August 16, 2017. (5) Mr. Patel was appointed as Chief Executive Officer and a director on February 15, 2017. (6) Mr. Viotto was appointed as Chief Financial Officer and a director on August 16, 2017. * - During the year endedOutstanding Equity Awards at September 30, 2016, $6,900 (September 30, 2015: $8,100) of these related party consulting services was recognized in cost of revenues2017$5,100 (September 30, 2015: $3,900) in officers’ compensation within operating expenses.Accounts Payable – Related PartiesFrom time to time, the President, CEO and significant stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. Asstock awards held by our NEOs as of September 30, 2016 and 2015,2017.advance balance was $405 and $Nil respectively.Asboard of September 30, 2016 and 2015 the Company owed its directors and officers $27,405 and $15,000 respectively. These amounts represent unpaid consulting fees and cash advances as of the end of the reporting period.Note 6 – Stockholders’ EquityShares authorizedUpon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per share.Common stockIn October 2014, the Company sold 5,500,000 shares of its common stock at par to its directors for $5,500 in cash.During the year ended September 30, 2016, the Company sold 3,530,000 common shares at $0.01 per share for total proceeds of $35,300.Note 7 – Income TaxDeferred Tax AssetsAt September 30, 2016 and 2015, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $56,992 and $13,852, respectively, that may be offset against future taxable income through 2034. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $8,549, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.Components of deferred tax assets are as follows:Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The valuation allowance increased approximately $6,471 during the year ended September 30, 2016 and $691 during the year ended September 30, 2015.Income Tax Provision in the Statements of OperationsA reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:We follow ASC 740 Accounting for Uncertainty in Income Taxes. Under ASC 740, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. We had no liabilities for unrecognized tax benefits at September 30, 2016 and 2015.Our policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For thefiscal years ended September 30, 20162017 and 2015, we did not recognize any interest or penalties in our statement2016.operations, nor did we have any interest or penalties accrued in our balance sheet at September 30, 2016Certain Beneficial Owners and 2015 relating to unrecognized tax benefits.The tax years 2015-2016 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which we are subject.Note 8 – ConcentrationsCustomers:sets forthprovides information concerning beneficial ownership of our capital stock as of December 26, 2017 by:● each shareholder or group of affiliated shareholders who owns more than 5% of our outstanding capital stock; ● each of our named executive officers; ● each of our directors; and all of our directors and ● executive officers as a group. each customerthe securities held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of December 26, 2017 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of December 26, 2017 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that accountedperson, but are not deemed outstanding for 10%purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or moreentities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.Company’s revenue forshareholders below is c/o Fuse Enterprises Inc., 444 E. Huntington Dr., Suite 105, Arcadia, CA 91006. Shares Beneficially Owned Name of Beneficial Owner Number Percent Directors, Named Executive Officers and 5% Shareholders Aleksandr Kriukov — — Pavel Mikhalkov — — Yong Zhang — — Choon Kang Roy Tan — — Umesh Patel — — Michael Viotto — — All current directors and executive officers as a group (6 persons) — — % Landbond Home Limited (1) 27,500,000 60.9 % years ended September 30, 2016sole director and 2015.Note 9 – Subsequent EventsIn accordance with ASC 855-10 we have analyzed our operations subsequent to September 30, 2016 tobeneficial owner of the datesecurities held of these financial statement were issued, and have determined that we do not have any material subsequent events to disclose in these financial statements other than the events discussed above.F-14
record by Landbond Home Limited.Item 9. CHANGES INDISAGREEMENTS WITH ACCOUNTANTS ONRELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEyearfees that we paid or accrued for audit and other services for fiscal years ended September 30, 2016,2017 and 2016. All of the Company’s Registration Statement onservices described in the Form S-1 filedfollowing fee table were approved in conformity with the Securities and Exchange Commission was declared effective. Our financial statements included in this Registration Statement foraudit committee’s pre-approval process. 2017 2016 Audit Fees $ 16,000 $ 6,750 Tax Fees 0 565 All Other Fees 0 1,000 Total $ 16,000 $ 8,315 period from December 24, 2013 (inception) to September 30, 2014 have been audited by Li and Company, PC (“Li and Company”), an independent registered public accounting firm. Our financial statements for the year ended September 30, 2015 have been auditedaggregate fees billed or billable by KLJ & Associates, LLP our independent registered public accounting firm to the extent(“KLJ”) and MJF & Associates, APC (“MJF”).periods set forth in their report appearing elsewhere in this documentaudit of our fiscal year 2016 and inreviews of our quarterly financial statements.registration statement filed withaudit of our fiscal year 2017 financial statements and $16,000 was billed for the SEC, and are included in reliance upon such report given upon the authorityaudit of said firm as experts in auditing and accounting.On August 7, 2015, Li and Company informed Fuse Enterprises that they had decided not to stand for reappointment as our independent registered public accounting firm. Li and Company’s report on the financial statements for fiscal 2017, the year endedSeptember 30, 2014,included inquarterly review fees $12,500 was billed for 2017 quarterly financial reports.Registration Statement on the Form S-1 filed with the Securities and Exchange Commission on March 24, 2015, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.Through the period covered by theconsolidated financial statements, audit for the year ended September 30, 2014, including its review of financial statements of quarterly period through December 31, 2014,and there have beenwere no disagreements with Libetween the Company and CompanyKLJ on any mattermatters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolvedprocedures.1. Management’s Report on Internal Control over Financial Reporting 2. Report of Independent Public Registered Accounting Firm 3. Consolidated Balance Sheets 4. Consolidated Statements of Income and Comprehensive Income 5. Consolidated Statements of Shareholders’ Equity 6. Consolidated Statements of Cash Flows 7. Notes to Consolidated Financial Statements Exhibit Number Description 3.1 3.2 3.3 10.1 10.2 10.3 10.4† 10.5 31.1 31.2 32.1 32.2 satisfactionrequirements of Li and Company would have caused them to make reference thereto in their report on the financial statements. Through the interim period ended August 7, 2015 (the date Li and Company informed the Company that they would not stand for reappointment), there have been no disagreements with Li and Company on any matterSection 13 or 15(d) of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Li and Company would have caused them to make reference thereto in their report on the financial statements.On February 2, 2016, the Company engaged KLJ & Associates, LLP of West Chicago, Illinois (“KLJ & Associates.”) as its new independent registered public accounting firm. During the year ended September 30, 2014 and prior to February 2, 2016 (the date KLJ & Associates was engaged), we did not consult with KLJ & Associates regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by KLJ & Associates in either case where written or oral advice provided by KLJ & Associates would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).Item 9A. CONTROLS AND PROCEDURESEvaluation of Disclosure ControlsWe evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2015 fiscal year. This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, is recorded, processed, summarizedthe Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Fuse Enterprises Inc. By: /s/ Umesh Patel Umesh Patel Chief Executive Officer (principal executive officer) reported. appoints Umesh Patel their attorneys-in-fact and agents, each with the power of substitution, for them in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or substitutes, may do or cause to be done by virtue hereof.LimitationsEffectivedates indicated.Name and Title Date /s/ Umesh Patel Umesh Patel December 29, 2017 /s/ Michael Viotto Michael Viotto December 29, 2017 Chief Financial Officer and Director (principal financial officer and accounting officer) management doesresponsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not expect that our disclosure controls or ourrequired to have, nor were we engaged to perform, an audit of internal controlscontrol over financial reporting. Our audit included consideration of internal control over financial reporting will preventas a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance thatmaterial respects, the objectivesconsolidated financial position of a control system are met. Further, any control system reflects limitations on resources,the Company as of September 30, 2017, and the benefitsrelated consolidated statements of operations, stockholders’ (deficit) and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.control system must be considered relativegoing concern, the Company had an accumulated deficit of $1,614,816 at September 30, 2017, working capital deficit of $1,535,190 and net loss of $1,557,825 for the year ended September 30, 2017. These conditions raise substantial doubt about its ability to its costs. These limitationscontinue as a going concern. Management’s plans are also include the realities that judgmentsdiscussed in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.ConclusionsBased upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that, subjectNote 3 to the limitations noted above,financial statements. The financial statements do not include any adjustments that might result from the disclosure controlsoutcome of this uncertainty. AS OF SEPTEMBER 30, 2017 2016 ASSETS CURRENT ASSETS Cash and equivalents $ 419,093 $ 8,165 Prepaid expenses 1,000,000 8,532 Notes receivable 3,925,000 - Total current assets 5,344,093 16,697 NON-CURRENT ASSETS Property and equipment, net 12,955 2,258 Total non-current assets 12,955 2,258 TOTAL ASSETS $ 5,357,048 $ 18,955 LIABILITIES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts payable and accrued liabilities $ - $ 7,742 Accounts payable - related parties - 27,405 Other payables 9,465 - Note payable 6,869,818 - Total current liabilities 6,879,283 35,147 CONTINGENCIES AND COMMITMENTS SHAREHOLDERS’ DEFICIT 45,150 45,150 Additional paid in capital (deficit) 47,432 (4,350 ) Accumulated deficit (1,614,817 ) (56,992 ) Total shareholders’ deficit (1,522,235 ) (16,192 ) TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 5,357,048 $ 18,955 effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reportsan integral part of these consolidated financial statements. YEARS ENDED SEPTEMBER 30, 2017 2016 Revenue $ - $ 25,175 Cost of revenue - 7,027 Gross profit - 18,148 Operating expenses General and administrative 1,519,295 61,288 Total operating expenses 1,519,295 61,288 Loss from operations (1,519,295 ) (43,140 ) Non-operating expenses Interest income 105,686 - Interest expense (162,586 ) - Consulting income 20,000 - Financial expense (1,800 ) - Other income, net 170 - Total non-operating loss, net (38,530 ) - Loss before income tax (1,557,825 ) (43,140 ) Income tax provision - - Net loss $ (1,557,825 ) $ (43,140 ) Basic and diluted weighted average shares outstanding 45,150,000 35,130,000 Basic and diluted net loss per share $ (0.03 ) $ (0.00 ) being prepared. There were no changes in our internal controls that occurred during the year covered by this report that have materially affected, oran integral part of these consolidated financial statements. Common Stock Shares Amount Addition Paid-in Capital Accumulated Deficit Total Balance at September 30, 2015 27,500,000 $ 27,500 $ (22,000 ) $ (13,852 ) $ (8,352 ) Common stock issued for cash at $0.001 per share 17,650,000 17,650 17,650 - 35,300 Net loss - - - (43,140 ) (43,140 ) Balance at September 30, 2016 45,150,000 45,150 (4,350 ) (56,992 ) (16,192 ) Capital contribution - - 51,782 - 51,782 Net loss - - - (1,557,825 ) (1,557,825 ) Balance at September 30, 2017 45,150,000 $ 45,150 $ 47,432 $ (1,614,817 ) $ (1,522,235 ) reasonably likely to materially affect our internal controls. YEARS ENDED SEPTEMBER 30, 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,557,825 ) $ (43,140 ) Depreciation 1,832 1,262 Capital contribution from officer’s salary 16,667 - Changes in assets and liabilities: Amortization of prepaid expense 333,532 - Prepaid expenses (1,325,000 ) (8,333 ) Accounts payable and accrued liabilities - (2,910 ) Accounts payable - related party - 12,405 Other payables 9,464 - Net cash used in operating activities (2,521,330 ) (40,716 ) CASH FLOWS FROM INVESTING ACTIVITIES: Notes receivable (3,925,000 ) - Acquisition of fixed assets (14,598 ) - Net cash used in investing activities (3,939,598 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - 35,300 Increase in paid in capital 2,038 - Proceeds from note 6,869,818 - Net cash provided by financing activities 6,871,856 35,300 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 410,928 (5,416 ) CASH AND EQUIVALENTS, BEGINNING OF YEAR 8,165 13,581 CASH AND EQUIVALENTS, END OF YEAR $ 419,093 $ 8,165 Supplemental cash flow data: Income tax paid $ - $ - Interest paid $ 162,586 $ - Supplemental disclosure of non-cash financing activities: Expenses paid by a former shareholder as capital contribution $ 35,115 $ - Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe following table presents informationrespect to our officers,the Stock Sales, Messrs. Mikhalkov and Kriukov released the Company from certain liabilities and obligations arising out of their service as directors and officers of the Company. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 (US$0.13). Trading had no operations prior to the acquisition by Processing, and Trading expects to be engaged in mining-related businesses. On May 26, 2017, the Company filed a Certificate of Change with the State of Nevada to (i) increase its authorized shares of common stock from 75,000,000 to 375,000,000 and (ii) effect a corresponding 5-for-1 forward stock split of the issued and outstanding shares of the Company’s common stock (the “Stock Split”). The consolidated financial statements (“CFS”) were retroactively stated to reflect the Stock Split for the periods presented.(i) (ii) Level 1 Level 2 Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Building and workshops 20 years Computer and office equipment 5 years Office furniture 7 years Decoration and renovation 10 years Production machinery 10 years Autos 5 years this Report:each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.NamePositionAleksandr KriukovPresident, Chief Executive Officer, and DirectorPavel MikhalkovChief Financial Officer, Secretary, Treasurer and DirectorDirectors will serve as Directors until our next annual shareholder meeting or until a successor is elected who accepts the position. Directors are elected for one-year terms. Officers hold their positions at the willCompany follows subtopic 450-20 of the BoardFASB ASC to report accounting for contingencies. Certain conditions may exist as of Directors, absent any employment agreement. Therethe date the financial statements are no arrangements, agreements,issued, which may result in a loss to the Company but which will only be resolved when one or understandings between non-management shareholdersmore future events occur or fail to occur. The Company assesses such contingent liabilities, and management under which non-management shareholders may directly or indirectly participate in or influence the managementsuch assessment inherently involves an exercise of Fuse Enterprises affairs.Aleksandr Kriukov. Mr.Kriukov holds a diploma in Financial Management and was working as an accountant for “Siberian Trading House“, a management consulting firm that provided management and accounting services for various clients since 2008 to 2012. During his employment, in addition to accounting, he provided servicesjudgment.website development, SEO and digital marketing tolegal proceedings that are pending against the company’s clients. Mr. Kriukov gained experience inSEO, paid search, display advertising, social and emerging media, digital marketing, web development, research, and analytics.Since 2013, Mr. Kriukov has been working as a full-time freelancer fora wide rangeCompany or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of clients in various industries, specializing in SEO, PPC, Content Marketing and Social Media Marketingany legal proceedings or unasserted claims as well as consultingthe perceived merits of the amount of relief sought or expected to be sought therein. a numberrevenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of other agencies.Pavel Mikhalkov. Pavel Mikhalkovthe following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is holding bachelor degree in Electricalfixed or determinable, and Computer Engineering. From 2008(iv) collectability is reasonably assured.2013 he had been working as a systems engineerthe customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.Security Firm “Aurora Inc”expected future tax consequences of events that have been included in the financial statements or tax returns. wasliabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in charge of designing customAccess Control, Badging and Visitor Management Systems, CCTV, Surveillance and IP Video Systemseffect for commercial clients. During his employment he gained experience and technical knowledgethe year in which the differences are expected to reverse. Deferred tax assets are reduced by working with video recording, object recognition, access control software as well as knowledge of Java, C, C++, Python, HTML, and other computer languages. In 2013, Mr. Mikhalkov started his own consultancy for security system design and installation.Item 11: EXECUTIVE COMPENSATIONCompensation of OfficersThe following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2016 and 2015 awarded to, earned by or paid to our executive officers.Summary Compensation TableNarrative Disclosure Requirement for Summary Compensation TableCompensationHistorically, the compensation for our officers consisted of the payments made pursuanta valuation allowance to the consulting agreements executedextent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and previously filed with the Commission and incorporated herein by reference. Forliabilities are measured using enacted tax rates expected to apply to taxable income in the years ended September 30, 2016in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and 2015, the annual compensation was $6,000 to each Aleksandr Kriukov and Pavel Mikhalkov. We have not provided our named executive officers with perquisites or other personal benefits.Retirement, Resignation or Termination PlansWe sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a resultliabilities of a change in controltax rates is recognized in the statements of our companyoperations in the period that includes the enactment date.result of a changeliability for unrecognized tax benefits in the responsibilitiesaccompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of an executive following a change in control of our company.Directors’ Compensationpersons who served as members of our board of directors, including executive officers,Company did not receivetake any compensationuncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at June 30, 2017 and September 30, 2016. The tax years 2014-2016 remain open to examination for servicesfederal income tax purposes and by the other major taxing jurisdictions to which the Company is subject.directorsif funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).2016cash flows reporting, classifies cash receipts and 2015.Option Exercisespayments according to whether they stem from operating, investing, or financing activities and Stock VestedWeprovides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB ASC to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB ASC.a stock option planon its CFS.place; therefore, there were no optionsthe statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently assessing the potential impact of ASU 2016-15 on its CFS.outstanding, exercised, or stock issued or vested as compensation duringASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the years ended September 30, 2016 and 2015.Pension Benefits and Nonqualified Deferred Compensationmaintainanticipate that the adoption of this ASU will have a significant impact on its CFS.qualified retirement planstransactions of acquisitions or non-nonqualified deferred compensation plansdisposals of assets or businesses.employeesfair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or directors.Executive Officer Outstanding Equity Awardsany interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its CFS. Fiscal Year-EndThe following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of September 30, 2016.Option AwardsStock AwardsNameNumber ofSecuritiesUnderlyingUnexercisedOptions(#)ExercisableNumber ofSecuritiesUnderlyingUnexercisedOptions(#)UnexercisableEquityIncentive PlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#)OptionExercisePrice ($)OptionExpirationDateNumber ofShares orUnits ofStock ThatHave NotVested (#)MarketValue ofShares orUnits ofStock ThatHave NotVestedEquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThat HaveNotVestedEquityIncentive PlanAwards:Market orPayout Value ofUnearnedShares, Units orOther RightsThat Have NotVestedAleksandr KriukovChief Executive Officer, President—————————Pavel MikhalkovChief Financial Officer, Treasurer—————————SecretaryItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe following table sets forth certain information regarding beneficial ownership of our common stock as of2016: (i) by each of our directors, (ii) by each2017 and 2016 consisted of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As offollowing: 2017 2016 Computer equipment 5 $ 1,852 $ 3,089 Less accumulated depreciation (278 ) (1,556 ) Computer equipment, net 1,574 1,533 Office furniture 7 12,746 1,289 Less accumulated depreciation (1,365 ) (564 ) Office furniture, net 11,381 725 Total property and equipment, net $ 12,955 $ 2,258 there were 9,030,000 shares of our common stock outstanding:(1)Applicable percentage of ownership is based on 9,030,000 shares of common stock outstanding on September 30, 2016.Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of September 30, 2016, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SECwas $1,832 and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of September 30, 2016, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued$1,262, respectively. outstanding class of securities eligible to vote.As of September 30, 2016 there were 9,030,000 shares of common stock outstanding owned by our officersTreasurer and directors.Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEthe years ended September 30, 2016 and 2015 were as follows:* - During the year ended September 30, 2016, $6,900 (September 30, 2015: $8,100) of these related party consulting services was recognized in cost of revenues and $5,100 (September 30, 2015: $3,900) in officers’ compensation within operating expenses.President, Chief Executive Officer $ 6,000 Chief Financial Officer, Secretary and Treasurer 6,000 $ 12,000 From time to time, the President, CEO and significant stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. 20162017 and 2015, the advance balance was $405 and $Nil respectively.As of September 30, 2016, and 2015 the Company owed its directors and officers $0 and $27,405 respectively.$15,000prepaid expensesThese amounts represent unpaidOn January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting feescompany for a six-month service term. On July 3, 2017, the Company and cash advances asthe consulting company agreed to extend the Consulting and Strategist Agreement until January 3, 2018 at no additional cost. The consultant will provide Processing market research findings, exploration and advise on business development opportunities in certain countries, and other general business advisory services. Processing paid a deposit of $1,325,000 for the consulting fee. If Processing does not make any investment or enter into a business relationship with a target located in Mexico by the end of the reporting period. 2017 Borrower A $ 1,925,000 Borrower B 1,000,000 Borrower C 1,000,000 $ 3,925,000 involved24 months from the original issue date, and any outstanding principal and interest on the Original Note could be converted at any time prior to maturity at the lender’s option at a conversion price of $1.50 per share of the Company’s common stock. There was no beneficial conversion feature for the Original Note due to the conversion price being higher than the stock price at the time of the issuance of the Original Note.other business activitiesCapitalfuture become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. Inaccompanying financial statements because the event that a conflictCompany believes the realization of interest arises at a meetingthe Company’s net deferred tax assets of our directors, a director who has such a conflict will disclose his/her interest in a proposed transaction and will abstain from voting for or against the approvalapproximately $315,280 as of such transaction.Director IndependenceUnder NASDAQ rule 4200(a)(15), a director isSeptember 30, 2017, was not considered to be independent if he or she is also an executive officer or employeemore likely than not and accordingly, the potential tax benefits of the corporation.Our director, Aleksandr Kriukov,net loss carry-forwards are fully offset by a full valuation allowance. Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 315,280 $ 8,549 Less valuation allowance (315,280 ) (8,549 ) Deferred tax assets, net of valuation allowance $ - $ - also our chief executive officer; our director Pavel Mikhalkovas follows: 2017 2016 Federal statutory income tax expense (benefit) rate (34.00 )% (34.00 )% Federal income tax rate difference 19.00 % 19.00 % State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (7.51 )% - % Change in valuation allowance on net operating loss carry-forwards 22.51 % 15.00 % Effective income tax rate 0.00 % 0.00 %
Note 12 – Commitmentsalso our chief financial officer. As$1,897. The Company recorded rental expense of $17,073 and $0 for the years ended September 30, 2017 and 2016, respectively. The future annual minimum lease payments as of September 30, 2017 were: $22,764 for the year ending September 30, 2018 and $5,691 for the year ending September 30, 2019.result, we do not have independent directors on our Boardstrategist consulting agreement with a consulting company for a service term of Directors.one year. The compensation to the consulting company will be $50,000 per year, payable in equal installments at the end of each month.2016 Company A 16.7 % Company B 45.1 % Company C 18.1 % Company D 20.1 % 100.00 % Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICESDuringyear ended September 30, 2015guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and the interim period through June 11, 2015 we engaged Li and Company, PC as our independent registered public accounting firm. The table below represents accounting fees incurred bydetermined the Company with Li and Company during the year ended September 30, 2015 and the interim period from October 1, 2015 through February 1, 2016.On February 2, 2016 the Company engaged KLJ & Associates, LLP as its new independent registered public accounting firm. During the year ended September 30, 2015 and prior to February 2, 2016 (the date KLJ & Associates, LLP was engaged), the company did not incurhave any fees with KLJ & Associates, LLP.Audit fees consist of fees relatedmaterial subsequent events to professional services rendereddisclose in connection withits CFS other than the audit of our annual financial statements and review of our quarterly financial statements. Tax fees represent fees related to preparation of our corporation income tax returns. All other fees consist of the fees charged by Li and Company for re-issuance of its auditor report related to the audited financial statements for the year ended September 30, 2014 that were included in our Registration Statement filed with the Securities and Exchange Commission during the year ended September 30, 2016.Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.PART IVItem 15. EXHIBITSEXHIBITNUMBER DESCRIPTION3.1Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2015.3.2Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2015.4.2Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2015.10.1Consulting Agreement (President). Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 2, 2016.10.2Consulting Agreement (C.F.O.). Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 2, 2016.31.1Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*101.INS XBRL Instance Document **101.SCH XBRL Taxonomy Extension Schema Document **101.CAL XBRL Taxonomy Extension Calculation Linkbase Document **101.DEF XBRL Taxonomy Extension Definition Linkbase Document **101.LAB XBRL Taxonomy Extension Label Linkbase Document **101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ** * Filed herewith. ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.37SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Date: November 17, 2016FUSE ENTERPRISES INC.By:/s/ Aleksandr KriukovAleksandr KriukovPresident, Chief Executive Officer (Principal Executive Officer) and DirectorIn accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Fuse Enterprises Inc. and in the capacities and on the dates indicated.SIGNATURESTITLEDATE/s/ Aleksandr KriukovPresident, C.E.O. and DirectorNovember 17, 2016Aleksandr Kriukov/s/ Pavel MikhalkovTreasurer, Secretary, C.F.O.,Principal Accounting Officer,Principal Financial Officer and DirectorNovember 17, 2016Pavel Mikhalkov