Cloudweb (CLOW) 10-Q 15 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	15-May-15
Document And Entity Information
Entity Registrant Name	Formigli Inc.
Entity Central Index Key	1619227
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,600,138
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

Balance_Sheets

Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$70,399	$4,135
Accounts receivable	1,739	3,694
Deferred offering costs	10,000	10,000
Total current assets	82,138	17,829
TOTAL ASSETS	82,138	17,829
Current liabilities
Accounts payable	6,958	14,806
Accounts payable, related party	68,000	35,000
Customer deposits	14,082	3,897
Total current liabilities	89,040	53,703
Total liabilities	89,040	53,703
Stockholders equity (deficit)
Common stock, no par value: shares authorized 100,000,000; 10,600,138 and 10,000,000 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
Additional Paid-in Capital	89,514	29,500
Accumulated deficit	-96,416	-65,374
Total stockholders equity (deficit)	-6,902	-35,874
TOTAL LIABILITIES & EQUITY (DEFICIT)	$82,138	$17,829

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value
Common stock, authorized	100,000,000	100,000,000
Common stock, outstanding	10,600,138	10,000,000

Statements_of_Operations

Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2015
Income Statement [Abstract]
Net sales	$16,309
Cost of goods sold	7,232
Gross profit	9,077
Selling, general and administrative expenses	-40,119
Income (loss) from operations	-31,042
Net (loss)	($31,042)
Net (loss) per common shares (basic and diluted)	$0
Weighted average shares outstanding, basic and diluted	10,175,693

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2015
Cash Flows From Operating Activities
Net loss	($31,042)
Changes in operating assets and liabilities:
Accounts payable	-7,848
Accounts payable, related party	33,000
Accounts receivable	1,955
Customer deposits	10,185
Net cash provided used by operating activities	6,250
Cash Flows From Financing Activities
Proceeds from issuance of common stock	60,014
Net cash provided from financing activities	60,014
Increase (decrease) in cash and cash equivalents	66,264
Cash and cash equivalents at inception date	4,135
Cash and cash equivalents at end of period	$70,399

Note_1_Basis_of_Presentation_a

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies	1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Business Activity: Formigli Inc. (the "Company") is a Florida corporation incorporated on May 25, 2014 and as such, we do not have comparative financial statements for March 31, 2014. We are a company that engages in the global exclusive distribution of Formigli Bicycles. Amy Chaffe, who is currently our sole officer and director, founded our Company and to date has provided working capital for operations. Our headquarters are located at 895 Pismo Street, San Luis Obispo, CA 93401.
	To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We have filed a Form S-1 with the U.S. Securities and Exchange Commission and are in the process of applying for a listing on the OTC Bulletin Board. We are now exploring sources of capital. We anticipate incurring operating losses as we implement our business plan.
	Unaudited Interim Financial Statements
	The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the period ended December 31, 2014, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
	Financial Statement Presentation: The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
	Fiscal year end: The Company has selected December 31 as its fiscal year end.
	Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
	Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.
	Revenue recognition and related allowances: Revenue from the sale of goods is recognized when the risks and rewards of ownership have been transferred to the customer, which is usually when title passes. Revenue is measured at the fair value of the consideration received, net of trade discounts and sales taxes.
	Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at March 31, 2015 and December 31, 2014 is Nil.
	Inventories: Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method and are adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
	Provisions: Provisions for warranties are recognized when the Company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.
	Warranty: We record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the limited warranty. Warranty claims are reasonably predictable based on historical experience of failure rates. If actual results differ from our estimates, we revise our estimated warranty liability to reflect such changes. Each quarter, we re-evaluate our estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary.
	Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred and were $nil during the three months ended March 31, 2015.
	Income taxes: The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
	Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
	New Accounting Pronouncements:    In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs.  The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts.  Currently, debt issuance costs are presented as a deferred asset.  The recognition and measurement requirements will not change as a result of this guidance.  The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis.   This amendment will not have a material impact on our financial statements.

Note_2_Going_Concern

Note 2 - Going Concern	3 Months Ended
	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Note 2 - Going Concern	2. GOING CONCERN
	The Company has experienced net losses to date, and it has generated minimal revenue from operations.  We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations.

Note_3_Exclusive_Global_Distri

Note 3 - Exclusive Global Distribution Agreement	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Note 3 - Exclusive Global Distribution Agreement	3. EXCLUSIVE GLOBAL DISTRIBUTION AGREEMENT
	On June 1, 2014, the Company (hereinafter referred to as “Distributor”) entered into a global exclusive distribution agreement (“Agreement”) with Formigli, the producer of bicycle frame sets from Italy (“Products”), having business address at Emidio Spinucci 16/a, Firenz, Italia 50141 (hereinafter referred to as “Manufacturer”). The Company is not related to Formigli manufacturing and is in no way affiliated with Formigli beyond the terms of the Agreement.
	Distributor desires to secure from Manufacturer, and Manufacturer is willing to grant to Distributor, the exclusive right to market, sell and distribute Manufacturer’s Products globally with the exception of Italy and direct global website, direct all retail, wholesale sales and team sponsorship sales exported out of the country from Manufacturer’s (hereinafter referred to as the “Territory”).
	Distributor will be granted rights to www.formigli.com and www.formigli.it to incorporate into global unified website directed by Distributor. Manufacturer will maintain rights to offer and post on the Italian portion of the site as it desires. Distributor will have no rights to direct what is and what it not on the Italian portion of the global site.
	Under the distribution agreement, Manufacturer appoints Distributor as its sole and exclusive distributor for the sale and distribution of the products in and throughout the Territory.
	The term of this agreement shall be for a period of five years commencing on June 1, 2014 and terminating on June 1, 2019 and shall thereafter continue in effect unless either party shall notify the other of its intention to terminate the agreement by giving at least 12 months written notice prior to any specified termination date.

Note_4_Common_Stock

Note 4 - Common Stock	3 Months Ended
	Mar. 31, 2015
Equity [Abstract]
Note 4 - Common Stock	4. COMMON STOCK
	The Company’s authorized common stock consists of 100,000,000 shares with no par value.
	At inception, the Company issued 10,000,000 shares of common stock at $0.00295 per share for cash of $5,000 and services valued at $24,500, totaling $29,500.
	As at March 30, 2015, the Company has received proceeds totaling $60,014 from various parties subscribing for a total of 600,138 shares at $0.10 per share under our Form S-1 registration statement.
	At March 31 2015 we have 10,600,138 shares issued and outstanding.

Note_5_Offering_Expenses

Note 5 - Offering Expenses	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Note 5 - Offering Expenses	5. OFFERING EXPENSES
	The Company has filed a Form S-1 Registration Statement to offer to the public up to 6,000,000 common shares at ten cents ($0.10) per share. The $10,000 in costs relating to such Registration Statement will be charged to additional paid in capital, if such offering is successful. If the offering is not successful, the costs will be charged to expense. Presently associated costs are reflected on the Balance sheets of the Company as Deferred offering costs.

Note_6_Related_Party_Transacti

Note 6 - Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Related Party Transactions [Abstract]
Note 6 - Related Party Transactions	6. RELATED PARTY TRANSACTIONS
	The Company accrues $5,000 per month for management fees and $1,000 per month as rent expenses in respect of facilities provided by Ms. Chaffe. On January 1, 2015, the Company appointed Amy Chaffe, President, Chief Executive Officer and Chief Financial Officer.  Concurrently the monthly management fee for Ms. Chaffe was increased to $10,000 per month. At March 31, 2015 $68,000 (December 31, 2014 - $35,000) is included on the balance sheet as accounts payable - related party, in respect of these accruals.
	On January 1, 2015, the Company appointed Renzo Formigli to the Board of Directors. On March 30, 2014 Renzo Formigli, subscribed for a total of 4,000 shares under the Compay’s S-1 Registration Statement for total proceeds of $400.

Note_7_Income_Taxes

Note 7 - Income Taxes	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Note 7 - Income Taxes	7. INCOME TAXES
	Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
	Operating loss carry-forwards generated during the period from May 25, 2014 (date of inception) through March 31, 2015 of approximately $96,416, will begin to expire in 2034.   The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $32,780 at March 31, 2015. For the three month period ended March 31, 2015, the valuation allowance increased by approximately $10,550.
	The Company has no tax positions at March 31, 2015, or December 31, 2014, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
	The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.
	The tax returns for the period from inception to December 31, 2014 are subject to examination by the Internal Revenue Service.

Note_8_Subsequent_Events

Note 8 - Subsequent Events	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
Note 8 - Subsequent Events	8. SUBSEQUENT EVENTS
	The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

Note_1_Basis_of_Presentation_a1

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Business Activity	Business Activity: Formigli Inc. (the "Company") is a Florida corporation incorporated on May 25, 2014 and as such, we do not have comparative financial statements for March 31, 2014. We are a company that engages in the global exclusive distribution of Formigli Bicycles. Amy Chaffe, who is currently our sole officer and director, founded our Company and to date has provided working capital for operations. Our headquarters are located at 895 Pismo Street, San Luis Obispo, CA 93401.
	To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We have filed a Form S-1 with the U.S. Securities and Exchange Commission and are in the process of applying for a listing on the OTC Bulletin Board. We are now exploring sources of capital. We anticipate incurring operating losses as we implement our business plan.
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements
	The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the period ended December 31, 2014, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
Financial Statement Presentation	Financial Statement Presentation: The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Fiscal year end	Fiscal year end: The Company has selected December 31 as its fiscal year end.
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
Cash Equivalents	Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.
Revenue Recognition and related allowances	Revenue recognition and related allowances: Revenue from the sale of goods is recognized when the risks and rewards of ownership have been transferred to the customer, which is usually when title passes. Revenue is measured at the fair value of the consideration received, net of trade discounts and sales taxes.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at March 31, 2015 and December 31, 2014 is Nil.
Inventories	Inventories: Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method and are adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Provisions	Provisions: Provisions for warranties are recognized when the Company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.
Warranty	Warranty: We record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the limited warranty. Warranty claims are reasonably predictable based on historical experience of failure rates. If actual results differ from our estimates, we revise our estimated warranty liability to reflect such changes. Each quarter, we re-evaluate our estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary.
Advertising and Marketing Costs	Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred and were $nil during the three months ended March 31, 2015.
Income taxes	Income taxes: The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
New Accounting Pronouncements	New Accounting Pronouncements:    In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs.  The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts.  Currently, debt issuance costs are presented as a deferred asset.  The recognition and measurement requirements will not change as a result of this guidance.  The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis.   This amendment will not have a material impact on our financial statements.

Note_1_Basis_of_Presentation_a2

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Cash Equivlent term, days	90
Allowance for doubtful accounts	$0	$0
Advertising and marketing costs	$0

Note_3_Exclusive_Global_Distri1

Note 3 - Exclusive Global Distribution Agreement (Details Narrative)	Dec. 31, 2014
Notes to Financial Statements
Term of Agreement in years	5
Period of notice to terminate agreement in months	12

Note_4_Common_Stock_Details_Na

Note 4 - Common Stock (Details Narrative) (USD $)	Mar. 31, 2015	Mar. 30, 2015	Dec. 31, 2014	26-May-14
Equity [Abstract]
Common stock, authorized	100,000,000		100,000,000
Common stock, outstanding	10,600,138		10,000,000
Shares issued		600,138		10,000,000
Price per share		$0.10		$0.00
Cash proceeds		$60,014		$5,000
Value of services settled by issuance of shares				24,500
Total consideration for share issuance				$29,500

Note_5_Offering_Expenses_Detai

Note 5 - Offering Expenses (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Shares offered to public	6,000,000
Offering price per share	($0.10)
Offering costs	$10,000	$10,000

Note_6_Related_Party_Transacti1

Note 6 - Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 30, 2015	Dec. 31, 2014
Transactions with Amy Chaffe
Monthly management fee	$5,000
Monthly management fee, effective January 1, 2015	10,000
Monthly rent expense	1,000
Management fees accrued in period	68,000		35,000
Shares subscribed, Renzo Formigli		4,000
Proceeds paid for shares subscribed, Renzo Formigli		$400

Note_7_Income_Taxes_Details_Na

Note 7 - Income Taxes (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Cummulative loss carry-forward	$96,416
Year operating losses expire	1-Jan-34
Income tax rate	34.00%
Net operating loss carry-forwards	32,780
Increase to valuation allowance	$10,550