Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Jul. 25, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ALL SOFT GELS INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,000,000 | |
Amendment Flag | false | |
Entity Central Index Key | 1,662,382 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 217 | $ 160 |
Inventory | 2,280 | 3,420 |
Total current assets | 2,497 | 3,580 |
Total Assets | 2,497 | 3,580 |
Current liabilities | ||
Accounts payable | 5,085 | 6,262 |
Due to related parties | 26,458 | 42,958 |
Convertible notes payable | 69,600 | 35,000 |
Total current liabilities | 101,143 | 84,220 |
Stockholders’ equity (deficit) | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 10,000,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 10,000 | 10,000 |
Additional paid-in capital | 1,512 | 238 |
Subscription receivable | 0 | (95) |
Accumulated deficit | (110,158) | (90,783) |
Total stockholders’ equity (deficit) | (98,646) | (80,640) |
Total liabilities and stockholders’ equity (deficit) | $ 2,497 | $ 3,580 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 6,750 | $ 0 |
Cost of good sold | (1,140) | 0 |
Gross Profit | 5,610 | 0 |
Operating expenses: | ||
General and administrative | 23,711 | 20,554 |
Total operating expenses | 23,711 | 20,554 |
Net Operating Loss | (18,101) | (20,554) |
Other income (expense): | ||
Interest expense | (1,274) | 0 |
Total other expense | (1,274) | 0 |
Loss before provision for income taxes | (19,375) | (20,554) |
Provision for income taxes | 0 | 0 |
Net loss | $ (19,375) | $ (20,554) |
Net loss per share – basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Weighted average shares outstanding – basic and diluted (in Shares) | 10,000,000 | 10,000,000 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,375) | $ (20,554) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Imputed interest | 1,274 | 0 |
Changes in assets and liabilities: | ||
Inventory | 1,140 | 0 |
Accounts payable | (1,177) | 9,091 |
Due to related parties | (16,500) | 11,458 |
Net cash used in operating activities | (34,638) | (5) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from subscriptions receivable | 95 | 0 |
Proceeds from convertible notes payable | 34,600 | 0 |
Net cash provided by financing activities | 34,695 | 0 |
Net increase (decrease) in cash and cash equivalents | 57 | (5) |
Cash and cash equivalents at beginning of period | 160 | 50 |
Cash and cash equivalents at end of period | 217 | 45 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business ALL SOFT GELS INC. (“the Company”) was incorporated in the state of Nevada on November 18, 2013 (“Inception”), to market a soft gel Kre-Alkalyn capsule. All Soft Gels, Inc. is a production stage company. All Soft Gels, Inc. has commenced its operations of having one product, a soft-gel capsule named All Soft Gels Kre-Alkalyn Liquid Gels, manufactured by an unaffiliated outside provider (Soft Gel Technologies, Inc. (SGTI) and the Company has one major order distributed and sold over 400 Bottles as of the date of this report. Basis of Presentation The financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The Company has adopted a fiscal year end of December 31st. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. As of March 31, 2017 and December 31, 2016, the Company had no cash equivalents. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. Revenue recognition For revenue from product sales, the Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment 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 defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. Stock-based compensation The Company adopted FASB guidance on stock based compensation upon inception at November 18, 2013. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company did not issue any stock or options for services or compensation for the three months ended March 31, 2017 and March 31, 2016. Our employee stock-based compensation awards are accounted for under the fair value method of accounting, as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded. We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options. Recently Issued Accounting Pronouncements There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 – Going Concern As shown in the accompanying financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $110,158, cash of $217, and a working capital deficit of ($98,646) as of March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 3 - Inventory
Note 3 - Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 3 – Inventory Inventory consists of soft-gel capsules produced by an independent third- party vendor. At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, December 31, 2017 2016 Finished goods inventory $ 2,280 $ 3,420 Inventory is valued at the lower of cost or market, and is determined by the first-in, first-out method. |
Note 4 - Convertible Notes Paya
Note 4 - Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 4 – Convertible Notes Payable In November 2016, the Company issued a convertible note payable to a third party investor for cash proceeds in the amount of $35,000 (the “November 2016 Convertible Note”. The November 2016 Convertible Note was originally due 90 days from the date of the note. In May 2017, the maturity date was extended to June 30, 2017. At the discretion of the investor, this note is also convertible into common stock of the Company 90 days after issuance at a rate of $0.002 per share, or a total of 17,500,000 shares. Since the conversion price of the November 2017 Convertible Note was above the stock price of $0.001 established in recent transactions, there was no beneficial conversion feature or discount associated with this note. The Company calculated imputed interest at the rate of 8% per year on this note, and charged the amount of $690 to operations and credited additional paid-in capital during the three months ended March 31, 2017. In January 2017, the Company issued a convertible note payable in the amount of $34,600 (the “January 2017 Convertible Note”). This note was originally due 90 days from the date of the note. At the discretion of the investor, this note is also convertible into common stock of the Company 90 days after issuance at a rate of $0.002 per share, or a total of 17,300,000 shares. Since the conversion price of the January 2017 Convertible Note was above the stock price of $0.001 established in recent transactions, there was no beneficial conversion feature associated with this note. The January 2017 Convertible Note was not funded until January 13, 2017, and therefore was recorded on the books on January 13, 2017. |
Note 5 - Related Party Transact
Note 5 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 – Related Party Transactions During the three months ended March 31, 2017, the Company’s CEO, Gene Nelson, was paid the net amount of $30,000 as partial payment of accrued salary. |
Note 6 - Stockholder's Equity
Note 6 - Stockholder's Equity | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 6 – Stockholders’ Equity The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The Company has 10,000,000 common shares issued and outstanding as of March 31, 2017 and December 31, 2016. During the three months ended March 31,2017, the Company received cash of $95 in satisfaction of common stock subscriptions receivable. During the three months ended March 31, 2017, the Company calculated imputed interest expense on its notes payable in the aggregate amount of $1,274; this amount was charged to additional paid-in capital. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 7 – Subsequent Events None. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The Company has adopted a fiscal year end of December 31st. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. As of March 31, 2017 and December 31, 2016, the Company had no cash equivalents. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition For revenue from product sales, the Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment 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 defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based compensation The Company adopted FASB guidance on stock based compensation upon inception at November 18, 2013. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company did not issue any stock or options for services or compensation for the three months ended March 31, 2017 and March 31, 2016. Our employee stock-based compensation awards are accounted for under the fair value method of accounting, as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded. We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists of soft-gel capsules produced by an independent third- party vendor. At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, December 31, 2017 2016 Finished goods inventory $ 2,280 $ 3,420 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (110,158) | $ (90,783) |
Cash | 217 | |
Working Capital (Deficit) | $ (98,646) |
Note 3 - Inventory (Details) -
Note 3 - Inventory (Details) - Schedule of Inventory, Current - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Inventory, Current [Abstract] | ||
Finished goods inventory | $ 2,280 | $ 3,420 |
Note 4 - Convertible Notes Pa17
Note 4 - Convertible Notes Payable (Details) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2016USD ($)$ / shares | Nov. 30, 2016USD ($)$ / shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Note 4 - Convertible Notes Payable (Details) [Line Items] | ||||
Imputed Interest | $ 1,274 | $ 0 | ||
Convertible Notes #1 [Member] | Convertible Notes Payable [Member] | ||||
Note 4 - Convertible Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 35,000 | |||
Debt Instrument, Term | 90 days | |||
Debt Instrument, Convertible, Terms of Conversion Feature | this note is also convertible into common stock of the Company 90 days after issuance at a rate of $0.002 per share | this note is also convertible into common stock of the Company 90 days after issuance at a rate of $0.002 per share | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.002 | |||
Debt Instrument, Convertible, Number of Equity Instruments | 17,500,000 | |||
Debt Instrument, Imputed Interest Rate | 8.00% | |||
Imputed Interest | 690 | |||
Convertible Notes #2 [Member] | Convertible Notes Payable [Member] | ||||
Note 4 - Convertible Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 34,600 | |||
Debt Instrument, Term | 90 days | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.002 | |||
Debt Instrument, Convertible, Number of Equity Instruments | 17,300,000 | |||
Debt Instrument, Imputed Interest Rate | 8.00% | |||
Imputed Interest | $ 584 |
Note 5 - Related Party Transa18
Note 5 - Related Party Transactions (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Chief Executive Officer [Member] | |
Note 5 - Related Party Transactions (Details) [Line Items] | |
Repayments of Related Party Debt | $ 30,000 |
Note 6 - Stockholder's Equity (
Note 6 - Stockholder's Equity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 10,000,000 | 10,000,000 | |
Common Stock, Shares, Outstanding | 10,000,000 | 10,000,000 | |
Proceeds from Subscription Receivable (in Dollars) | $ 95 | ||
Imputed Interest (in Dollars) | $ 1,274 | $ 0 |