Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | Terafox Corp | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2017 | |
Trading Symbol | tfox | |
Amendment Flag | false | |
Entity Central Index Key | 1,626,696 | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 29,737,000 | |
Entity Public Float | $ 6,440,000 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
CURRENT ASSETS | ||
Prepayments | $ 9,167 | $ 9,167 |
Total Current Assets | 9,167 | 9,167 |
TOTAL ASSETS | 9,167 | 9,167 |
CURRENT LIABILITIES | ||
Accounts payable | 5,000 | 200 |
Loans from related parties | 24,665 | 58,821 |
Total Current Liabilities | 29,665 | 59,021 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value $0.001; 75,000,000 shares authorized 29,737,000 shares issued and 6,440,000 shares outstanding respectively. | 29,737 | 6,440 |
Additional paid-in capital | 119,393 | 26,208 |
Accumulated deficit | (169,628) | (82,502) |
Total Stockholders' Deficit | (20,498) | (49,854) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 9,167 | $ 9,167 |
INCOME STATEMENT
INCOME STATEMENT - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING EXPENSES | ||
Professional Fees | $ 70,965 | $ 51,899 |
General and administrative | 16,161 | 6,996 |
Total Operating Expenses | 87,126 | 58,895 |
LOSS FROM OPERATIONS | (87,126) | (58,895) |
OTHER EXPENSES | ||
Income (loss) from discontinued operations | 14,803 | |
Total Other Expenses | 14,803 | |
LOSS BEFORE INCOME TAXES | (87,126) | (44,092) |
NET (INCOME) LOSS | $ (87,126) | $ (44,092) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 13,890,162 | 6,440,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES | ||
Profit (loss) | $ (87,126) | $ (44,092) |
Changes in operating assets and liabilities: | ||
Change in prepaid expenses | (9,167) | |
Change in accounts payable | 4,800 | 200 |
Net Cash Used in Operating Activities | (82,326) | (67,862) |
FINANCING ACTIVITIES | ||
Loans from related parties | $ (34,156) | 58,821 |
Stock issued as related party debt | 116,482 | |
Net Cash Provided /(Used) by Financing Activities | $ 82,326 | 58,821 |
NET DECREASE IN CASH | (254) | |
CASH AT BEGINNING OF PERIOD | 254 | |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock issued for debt | $ 116,482 | |
Inventory purchase by way of loan from director | 466 | |
Forgiveness of rent payable | 8,157 | |
Forgiveness of loan from director | 4,791 | |
Transfer of equipment and inventory to director | $ 10,062 |
Star Wealth Group, Inc
Star Wealth Group, Inc - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING EXPENSES | ||
Professional Fees | $ 70,965 | $ 51,899 |
General and administrative | 16,161 | 6,996 |
Total Operating Expenses | 87,126 | 58,895 |
LOSS FROM OPERATIONS | (87,126) | (58,895) |
OTHER EXPENSES | ||
Income (loss) from discontinued operations | 14,803 | |
Total Other Expenses | 14,803 | |
LOSS BEFORE INCOME TAXES | (87,126) | (44,092) |
NET (INCOME) LOSS | $ (87,126) | $ (44,092) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 13,890,162 | 6,440,000 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 1 - Organization and Nature of Business | NOTE 1 ORGANIZATION AND NATURE OF BUSINESS We were incorporated in the State of Nevada on February 26, 2014 under the name Terafox Corp. On December 13, 2017, we changed our name to Star Wealth Group Inc. From inception until first fiscal quarter of 2015, the Companys principal business consisted of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine. Effective March 16, 2015, a change of control occurred with respect to the Company. Pursuant to a Securities Purchase Agreement entered into by and among the Company, Mr. Aleksey Gagauz (Seller) and Yik Kei Ong (Buyer, as nominee/agent for Smart Mate Limited, a Republic of Seychelles company), Seller assigned, transferred and conveyed to Buyer, as nominee/agent 4,000,000 shares of common stock of Company (Common Stock). As a result of the transaction, Smart Mate Limited owns 4,000,000 shares of common stock of the Company (or 62% of the total issued and outstanding shares of common stock of the Company). On the closing of the above transaction, Mr. Gagauz, the sole officer and director of the Company, resigned in all officer capacities from the Company and a new officer and director was appointed. Similarly, effective immediately after the closing the Company permanently ceased its previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine. Consequently, the Company is a shell company seeking to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 2 - Going Concern | NOTE 2 GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company currently has no business or recurring income which raises substantial doubt about its ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Companys ability to merger with or acquire profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. |
Note 3 - Summary of Signifcant
Note 3 - Summary of Signifcant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 3 - Summary of Signifcant Accounting Policies | NOTE 3 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES Basis of presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting). The Company has adopted a September 30 fiscal year end. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had no cash balances at September 30, 2017 and 2016, respectively. Inventory Inventories are stated at the lower of cost or market determined on a first-in, first out basis. Following the termination of all its previous operating activities effective March 13, 2016, the Company transferred its remaining inventory to a former director of the Company. Fair Value of Financial Instruments Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification (ASC) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs which reflect a reporting entitys own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. As of September 30, 2017, the Companys financial instruments consisted of prepaid expenses, accounts payable, loans due to related parties. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Fixed Assets Fixed assets are stated at net book value, cost less depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the propertys useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. Following the termination of all its previous operating activities effective March 13, 2016, the Company transferred its sole fixed asset to a former officer and director of the Company. Depreciation is provided using the straight-line method over the estimated useful lives of the asset estimated at 6 years. We recognized a depreciation expense of $0 the year ended September 30, 2017 which has been included in the results from discontinued activities. Accounting for the Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during years ended September 30, 2017 and 2016. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, Revenue Recognition (ASC-605), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on managements judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents issued or outstanding during the years ended September 30, 2017 or 2016. Comprehensive Income The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any transactions that are required to be reported in other comprehensive income. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. |
Note 4- Discontinued Operations
Note 4- Discontinued Operations | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 4- Discontinued Operations | NOTE 4- DISCONTINUED OPERATIONS Effective March 16, 2016, the Company permanently ceased its previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine. The components of the discontinued operations are as follows: Years Ended September 30, 2017 2016 Revenue $ - $ 10,100 Cost of goods sold - (973) Gross profit - 9,127 Operating expenses: General & administrative - (2,481) Gain on settlement liability - 8,157 Total operating (income) expenses - 5,676 Income (loss) from discontinued operations $ - $ 14,803 Effective February 9, 2016, the landlord of our production facility forgave a balance of rent payable due to him of $8,157 and terminated our outstanding lease with him. Accordingly, there was no balance of rent payable outstanding as of September 30, 2017. Effective March 16, 2016, following our permanent cessation of our previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine, we transferred our equipment with a net book value of $9,257 and inventory with a cost of $806 to our former director and former controlling shareholder. As the transfer was to a related party, the loss on the assets transferred has been recognized in additional paid in capital rather than in the income statement |
Note 5 - Prepaid Expenses
Note 5 - Prepaid Expenses | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 5 - Prepaid Expenses | NOTE 5 PREPAID EXPENSES As of September 30, 2017, the balance of prepaid expenses was $9,167 (2016 - $9,167). The outstanding balance of prepaid expenses related to the OTCQG annual membership that was paid in full during the year ended September 30, 2017, but relates to the year ending August 31, 2017. |
Note 6- Fixed Assets
Note 6- Fixed Assets | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 6- Fixed Assets | NOTE 6- FIXED ASSETS Effective March 16, 2016, following our permanent cessation of our previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine, we transferred our equipment with a net book value of $9,257 to our former director and former controlling shareholder. As the transfer was to a related party, the loss on the transfer of the asset transferred has been recognized in additional paid in capital rather than in the income statement We recognized a depreciation expense of $0 during the year ended September 30, 2017 (2016 - $0), respectively. |
Note 7 - Loans From Related Par
Note 7 - Loans From Related Parties | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 7 - Loans From Related Parties | NOTE 7 LOANS FROM RELATED PARTIES Former Officer and Director of the Company During the six months ended March 31, 2016, the same former officer and director increased his loan to the Company by $466 through payment of a supplier on our behalf for the purchase of inventory. Effective March 16, 2016, the former officer and director forgave all amounts due to him which amounted to $14,791. The gain on the forgiveness of the loan has been recognized in additional paid in capital rather than in the income statement as the loan was with a related party. Principal Shareholder During the year ended September 30, 2017, the Companys current principal advanced a total of $13,465 to provide working capital for the Company. The loans were unsecured, non-interest bearing and due on demand. On June 5, 2017, a total of $116,485 was owed to the Companys principal shareholder by the Company and pursuant to a loan conversion agreement on that date, the parties discharged the entire loan amount in exchange for the issuance 23,297,000 shares of common stock of the Company. Following the loan conversion describe above, as of September 30, 2017 additional loans were made by the principal shareholder of the Company in the amount of $24,665. |
Note 8 - Common Stock
Note 8 - Common Stock | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 8 - Common Stock | NOTE 8 COMMON STOCK Common Stock The Company has 75,000,000, $0.001 par value shares of common stock authorized. During January 2016, the Company issued 285,000 shares of common stock for cash proceeds of $2,759 at $0.01 per share. During February 2016, the Company issued 1,275,000 shares of common stock for cash proceeds of $12,400 at $0.01 per share. During March 2016, the Company issued 720,000 shares of common stock for cash proceeds of $7,160 at $0.01 per share. During April 2016, the Company issued 160,000 shares of common stock for cash proceeds of $1,600 at $0.01 per share. On June 5, 2017, a total of $116,485 was owed by the Company to its principal shareholder and pursuant to a loan conversion agreement, the parties discharged the entire loan amount in exchange for the issuance of 23,297,000 shares of common stock of the Company. There were 29,737,000 shares of common stock issued and outstanding as of September 30, 2017 (2016: 6,440,000). Additional Paid in Equity Effective March 16, 2016, following our permanent cessation of our previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine, we transferred our equipment with a net book value of $9,257 and inventory with a cost of $806 to our former director and former controlling shareholder. As the transfer was to a related party, the loss on the assets transferred has been recognized in additional aid in capital rather than in the income statement Further, on March 16, 2016, a former officer and director forgave all amounts due to him which amounted to $14,791. The gain on the forgiveness of the loan has been recognized in additional paid in capital rather than in the income statement as the loan was with a related party. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 9 - Commitments and Contingencies | NOTE 9 COMMITMENTS AND CONTINGENCIES Legal We were not subject to any legal proceedings during the years ended September 30, 2017 or 2016 and none are threatened or pending to the best our knowledge and belief. Contractual Production Space On August 31, 2015, the Company signed a new two years Lease Agreement. For the first and second year of the Agreement, the annual rental fee is $3,360 with monthly price of $280. Effective February 9, 2016, our landlord forgave a balance of rent payable due to him of $8,157 and terminated our outstanding lease with him. Accordingly, there was no balance of rent payable outstanding as of September 30, 2017. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 10 - Income Taxes | NOTE 10 INCOME TAXES Operating Losses As of September 30, 2017, the Company had net operating loss carry forwards of approximately $169,628 (2016 -$82,502) that may be available to reduce future years taxable income in varying amounts through 2031. Following the Companys change of control effective May 16, 2016, due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $107,142 for Federal income tax reporting purposes may be subject to annual limitations. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The provision for Federal income tax at the expected rate of 21% consists of the following: Years Ended September 30, 2017 2016 Federal income tax (liability) benefit attributable to: Current Operations $ 18,296 $ 9,259 Less: brought forward tax losses / (valuation allowance) (18,296) (9,259) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2017 2016 Deferred tax asset attributable to: Net operating loss carryover 35,622 $ 17,325 Less: valuation allowance (35,622) (17,325) Net deferred tax asset $ - $ - |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 11 - Subsequent Events | NOTE 11 SUBSEQUENT EVENTS The Company evaluated subsequent events from September 30, 2017 through the date these financial statements were issued. Other than as disclosed above, there have been no subsequent events after September 30, 2017 for which disclosure is required. |