Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Dec. 19, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | Ferd Corp. | |
Entity Central Index Key | 1,687,242 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 3,750,000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Balance sheets
Balance sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Assets | ||
Cash | $ 6,450 | $ 3,773 |
Inventory (Note 3) | 4,949 | 2,196 |
Prepaid expenses (Note 6) | 1,350 | 2,700 |
Total assets | 12,749 | 8,669 |
Accounts payable | 1,500 | 0 |
Due to a related party (Note 4) | 7,793 | 7,693 |
Total liabilities | $ 9,293 | $ 7,693 |
Common stock, Authorized: 4,000,000 common shares, $0.001 par value, 3,750,000 and 2,800,000 shares issued and outstanding, respectively | 3,750 | 2,800 |
Additional paid-in capital | $ 18,050 | $ 0 |
Deficit | (18,344) | (1,824) |
Total stockholders' equity | 3,456 | 976 |
Total liabilities and stockholders' equity | $ 12,749 | $ 8,669 |
Balance sheets (Parenthetical)
Balance sheets (Parenthetical) - shares | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, Authorized: 4,000,000 common shares, $0.001 par value, 3,750,000 and 2,800,000 shares issued and outstanding, respectively | 3,750,000 | 2,800,000 |
Statements of operations and co
Statements of operations and comprehensive loss - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Sales revenue | $ 0 | $ 26,162 |
Cost of goods sold | 0 | (9,765) |
Gross margin | 0 | 16,397 |
General and administrative | 1,824 | 14,986 |
Professional fees | 0 | 12,530 |
Rent | 0 | 5,400 |
Total expenses | 1,824 | 32,916 |
Net loss and comprehensive loss for the period | $ (1,824) | $ (16,520) |
Loss per share, basic and diluted | $ 0 | $ (0.01) |
Weighted average shares outstanding | 1,200,001 | 3,261,074 |
Statement of stockholders' equi
Statement of stockholders' equity - USD ($) | Total | Share capital Number of shares | Share capital Amount $ | Additional Paid-in Capital $ | Deficit $ |
Balance, July 1, 2016 (date of incorporation) | $ 1 | $ (1) | |||
Balance, July 1, 2016 (date of incorporation) (in shares) | $ 1 | ||||
Cancellation of founder's share | (1) | 1 | |||
Cancellation of founder's share (in shares) | (1) | ||||
Balance, September 30, 2016 | $ 976 | 2,800 | $ (1,824) | ||
Balance, September 30, 2016 (in shares) | 2,800,000 | ||||
Net loss for the year to September 30, 2017 | (16,520) | ||||
Balance, September 30, 2017 | $ 3,456 | $ 3,750 | $ 18,050 | $ (18,344) | |
Balance, September 30, 2017 (in shares) | $ 3,750,000 |
Statement of stockholders' equ6
Statement of stockholders' equity (Parenthetical) | 2 Months Ended |
Sep. 30, 2016USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net loss for the period to September 30,2016 | $ 1,824 |
Statements of cash flows
Statements of cash flows - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Sep. 30, 2017 | |
Operating activities | ||
Net loss | $ (1,824) | $ (16,520) |
Inventory | (2,196) | (2,753) |
Prepaid expenses | (2,700) | 1,350 |
Accounts payable and accrued liabilities | 0 | 1,500 |
Net cash used by operating activities | (6,720) | (16,423) |
Proceeds from a related party | 7,693 | 100 |
Proceeds from issuance of common stock | 2,800 | 19,000 |
Net cash provided by financing activities | 10,493 | 19,100 |
Increase in cash | 3,773 | 2,677 |
Cash, beginning of period | 0 | 3,773 |
Cash, end of period | 3,773 | 6,450 |
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 12 Months Ended |
Sep. 30, 2017 | |
Nature of Operations and Continuance of Business [Abstract] | |
Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business Ferd (the “Company”) was incorporated in the State of Nevada on July 1, 2016. The Company is in the business of producing and selling fabric flowers. These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at September 30, 2017, the Company has negative cash flows from operating activities and an accumulated deficit of $18,344 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies (a) Basis of Presentation These financial statements and related notes are prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company's fiscal year-end is September 30. (b) Use of Estimates and Judgments 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company's accounting policies. The Company regularly evaluates estimates and assumptions related to valuation of inventory and deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. (d) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. FERD Notes to the financial statements Years ended September 30, 2017 and 2016 (Expressed in US dollars) 2. Significant Accounting Policies (continued) (e) Financial Instruments and Fair Value Measures ASC 820, “ Fair Value Measurements and Disclosures ”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and amounts due to a related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (f) Revenue Recognition The Company derives revenue from the sale of fabric flowers. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured. (g) Inventory Inventory is comprised of raw materials relating to the production and distribution of fabric flowers, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions. (h) Loss Per Share The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As at September 30, 2017 and 2016, there were no potentially dilutive debt or equity instruments issued or outstanding. (i) Comprehensive Loss ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at September 30, 2017 and 2016, the Company had no items that affected comprehensive loss. 2. Significant Accounting Policies (continued) (j) Foreign Currency Translation The Company's functional and reporting currency is the US dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “ Foreign Currency Translation Matters ”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations. (k) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2017 | |
Inventory [Abstract] | |
Inventory | 3. Inventory As at September 30, 2017, the Company has $4,949 (2016 - $2,196) of inventory comprised of raw materials of fabric flowers. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions As at September 30, 2017, the Company owed $7,793 (2016 - $7,693) to the President of the Company, which is unsecured, non-interest bearing, and due on demand. |
Common Stock
Common Stock | 12 Months Ended |
Sep. 30, 2017 | |
Common Stock [Abstract] | |
Common Stock | 5. Common Stock (a) On August 22, 2016, the Company issued 2,800,000 shares of common stock to the President of the Company for proceeds of $2,800. (b) On April 27, 2017, the Company issued 950,000 shares of common stock for proceeds of $19,000. |
Commitment
Commitment | 12 Months Ended |
Sep. 30, 2017 | |
Commitment [Abstract] | |
Commitment | 6. Commitment On September 20, 2016, the Company entered into a one year office lease agreement with an unrelated party for $450 per month commencing October 1, 2016. On April 1, 2017, the Company extended the lease until January 1, 2018 and prepaid an additional $4,050 on the lease. As at September 30, 2017, the Company recorded prepaid rent expense of $1,350 (2016 - $2,700). |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes The Company is subject to United States federal and state income taxes at a rate of 34% per annum. The reconciliation of the provision for income taxes at the statutory rate compared to the Company's income tax expense as reported is as follows: 2017 $ 2016 $ Income tax recovery at statutory rate (5,617) (620) Valuation allowance change 5,617 620 Provision for income taxes - - The significant components of deferred income tax assets and liabilities as at September 30, 2017 are as follows: 2017 $ 2016 $ Net operating losses carried forward 6,237 620 Valuation allowance (6,237) (620) Net deferred income tax asset - - As at September 30, 2017, the Company has net operating losses carried forward of $18,344, which are available to offset future years' taxable income. These losses expire as follows: $ 2036 1,824 2037 16,520 18,344 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A(T) Controls and Procedures Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company's management, as appropriate, to allow timely decisions regarding required disclosure. The Company's management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective. Management's Report on Internal Controls over Financial Disclosure Controls and Procedures Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of September 30, 2017 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2017, the Company determined that there were control deficiencies that constituted material weaknesses, as described below. 1. We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities. 2. We did not maintain appropriate cash controls - As of September 30, 2017, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company's bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 3. We did not implement appropriate information technology controls - As at September 30, 2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2017 based on criteria established in Internal Control- Integrated Framework issued by COSO. Saturna Group Chartered Professional Accountants LLP, our independent registered public accounting firm, were not required to and have not provided an assessment of our internal controls for the years ended September 30, 2017 and 2016. System of Internal Control over Financial Reporting Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Changes in Internal Control over Financial Reporting There was no change in the Company's internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company Our executive officer's and director's and their respective ages are as follows: Name Age Positions Leonid Skupchenko 25 President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Leonid Skupchenko Mr. Skupchenko has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since our inception on July 1, 2016. Our director, Leonid Skupchenko worked in textile and clothing manufacturing company Bocchese S.p.A. from May 2012 to June 2015. Leonid Skupchenko is not working for Bocchese S.p.A. at the moment. Position held was cloth design development manager. His main activities and responsibilities were developing sketches, cooperation with warehouses and orders composing, negotiations with suppliers, controlling sewing process and design line. Term of office All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company's Bylaws provide that the Board of Directors will consist of a minimum of one member. Officers are elected by and serve at the discretion of the Board of Directors. Director independence Our board of directors is currently composed of one member, and he does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regard to our director's business and personal activities and relationships as they may relate to our management and us. Significant employees and consultants We currently have one employee, our sole officer, Leonid Skupchenko. Audit committee and conflicts of interest Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is a start-up stage company and has only one director, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors. Stockholders communications with the board of directors We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the board of directors hears the views of stockholders, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process. Item 11. Executive Compensation The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal 2017 and 2016: Name and Principal Position Period Salary ($) Bonus ($) Stock Awards ($)* Option Awards ($)* Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Leonid Skupchenko, President 2017 0 0 0 0 0 0 0 0 2016 0 0 0 0 0 0 0 0 Our sole officer and director have not received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to any officer or any member of our board of directors. Employment agreements The Company is not a party to any employment agreement and has no compensation agreement with any officer or director. Director compensation The following table sets forth director compensation as of September 30, 2017: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Opinion Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Leonid Skupchenko, President 0 0 0 0 0 0 0 We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated based on 3,750,000 shares of our common stock issued and outstanding as of September 30, 2017. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock. Title of class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Common Stock Common Stock Leonid Skupchenko 2,800,000 74.67% Item 13. Certain Relationships and Related Transactions Mr. Skupchenko is considered to be a promoter, and currently is the only promoter, of Ferd as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. On August 22, 2016, we offered and sold 2,800,000 shares of common stock to Leonid Skupchenko, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director, at a purchase price of $0.001 per share, for aggregate proceeds of $2,800. As of September 30, 2017, Leonid Skupchenko has loaned us $7,793. The loan does not have any term, carries no interest and is not secured. Item 14. Principal Accountant Fees and Services During fiscal years ended September 30, 2017 and 2016, we incurred approximately $8,000 and $nil in fees respectively to our principal independent accountants for professional services rendered in connection with the audit of our September 30, 2016 financial statements and for the reviews of our financial statements for the quarters ended December 31, 2016, March 31, 2017, and June 30, 2017. PART IV Item 15. Exhibits The following exhibits are included as part of this report by reference: 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Venice, Italy on December _, 2017. Ferd By: /s/ Leonid Skupchenko Name: Leonid Skupchenko Title: President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 13 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies (Policies) [Abstract] | |
(a) Basis of Presentation | (a) Basis of Presentation These financial statements and related notes are prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company's fiscal year-end is September 30. (b) Use of Estimates and Judgments 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company's accounting policies. The Company regularly evaluates estimates and assumptions related to valuation of inventory and deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
(d) Income Taxes | (d) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. FERD Notes to the financial statements Years ended September 30, 2017 and 2016 (Expressed in US dollars) (e) Financial Instruments and Fair Value Measures ASC 820, “ Fair Value Measurements and Disclosures ”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and amounts due to a related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
(f) Revenue Recognition | (f) Revenue Recognition The Company derives revenue from the sale of fabric flowers. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured. |
(g) Inventory | (g) Inventory Inventory is comprised of raw materials relating to the production and distribution of fabric flowers, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions. |
(h) Loss Per Share | (h) Loss Per Share The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As at September 30, 2017 and 2016, there were no potentially dilutive debt or equity instruments issued or outstanding. |
(i) Comprehensive Loss | (i) Comprehensive Loss ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at September 30, 2017 and 2016, the Company had no items that affected comprehensive loss. |
(j) Foreign Currency Translation | (j) Foreign Currency Translation The Company's functional and reporting currency is the US dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “ Foreign Currency Translation Matters ”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations. (k) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Taxes (Tables) [Abstract] | |
The Company is subject to United States federal and state income taxes at a rate of 34% per annum. | The Company is subject to United States federal and state income taxes at a rate of 34% per annum. The reconciliation of the provision for income taxes at the statutory rate compared to the Company's income tax expense as reported is as follows: 2017 $ 2016 $ Income tax recovery at statutory rate (5,617) (620) Valuation allowance change 5,617 620 Provision for income taxes - - |
The significant components of deferred | The significant components of deferred income tax assets and liabilities as at September 30, 2017 are as follows: 2017 $ 2016 $ Net operating losses carried forward 6,237 620 Valuation allowance (6,237) (620) Net deferred income tax asset - - |
As at September 30, 2017, the Company has net operating losses carried forward of $18,344, which are available to offset future years' taxable income | As at September 30, 2017, the Company has net operating losses carried forward of $18,344, which are available to offset future years' taxable income. These losses expire as follows: $ 2036 1,824 2037 16,520 18,344 |
Our executive officer's and director's | Our executive officer's and director's and their respective ages are as follows: Name Age Positions Leonid Skupchenko 25 President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director |
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal 2017 and 2016 | The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal 2017 and 2016: Name and Principal Position Period Salary ($) Bonus ($) Stock Awards ($)* Option Awards ($)* Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Leonid Skupchenko, President 2017 0 0 0 0 0 0 0 0 2016 0 0 0 0 0 0 0 0 |
The following table sets forth director compensation as of September 30, 2017 | The following table sets forth director compensation as of September 30, 2017: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Opinion Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Leonid Skupchenko, President 0 0 0 0 0 0 0 |
The percentages below are calculated based on 3,750,000 shares of our common stock issued and outstanding as of September 30, 2017. | The percentages below are calculated based on 3,750,000 shares of our common stock issued and outstanding as of September 30, 2017. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock. Title of class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Common Stock Common Stock Leonid Skupchenko 2,800,000 74.67% |
The following exhibits are included as part of this report by reference: | The following exhibits are included as part of this report by reference: 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned | Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Venice, Italy on December _, 2017. Ferd By: /s/ Leonid Skupchenko Name: Leonid Skupchenko Title: President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Nature of Operations and Cont17
Nature of Operations and Continuance of Business (Details Text) | Sep. 30, 2017USD ($) |
Nature of Operations and Continuance of Business [Abstract] | |
As at September 30, 2017, the Company has negative cash flows from operating activities and an accumulated deficit of $18,344 since inception | $ 18,344 |
Inventory (Details Text)
Inventory (Details Text) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Inventory Abstract__ [Abstract] | ||
As at September 30, 2017, the Company has $4,949 (2016 - $2,196) of inventory comprised of raw materials of fabric flowers. | $ 4,949 | $ 2,196 |
Related Party Transactions (Det
Related Party Transactions (Details Text) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Related Party Transactions [Abstract] | ||
As at September 30, 2017, the Company owed $7,793 (2016 - $7,693) to the President of the Company, which is unsecured, non-interest bearing, and due on demand. | $ 7,793 | $ 7,693 |
Common Stock (Details Text)
Common Stock (Details Text) - USD ($) | Apr. 27, 2017 | Aug. 22, 2016 |
Common Stock__ Abstract__ [Abstract] | ||
(a) On August 22, 2016, the Company issued 2,800,000 shares of common stock to the President of the Company for proceeds of $2,800. | $ 2,800 | |
(b) On April 27, 2017, the Company issued 950,000 shares of common stock for proceeds of $19,000. | $ 19,000 |
Commitment (Details Text)
Commitment (Details Text) - USD ($) | Sep. 30, 2017 | Apr. 01, 2017 | Sep. 20, 2016 |
Commitment Abstract__ [Abstract] | |||
On September 20, 2016, the Company entered into a one year office lease agreement with an unrelated party for $450 per month commencing October 1, 2016 | $ 450 | ||
On April 1, 2017, the Company extended the lease until January 1, 2018 and prepaid an additional $4,050 on the lease | $ 4,050 | ||
As at September 30, 2017, the Company recorded prepaid rent expense of $1,350 (2016 - $2,700). | $ 1,350 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Income_ Taxes_ [Abstract] | ||
Income tax recovery at statutory rate | $ (5,617) | $ (620) |
Valuation allowance change | $ 5,617 | $ 620 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Income Taxes_ Abstract_ [Abstract] | ||
Net operating losses carried forward | $ 6,237 | $ 620 |
Valuation allowance | $ (6,237) | $ (620) |
Income Taxes (Details 3)
Income Taxes (Details 3) | Sep. 30, 2017USD ($) |
Income___ Taxes_ [Abstract] | |
As at September 30, 2017, the Company has net operating losses carried forward of $18,344, which are available to offset future years' taxable income | $ 18,344 |
These losses expire as follows: 2036 | 1,824 |
These losses expire as follows: 2037 | $ 16,520 |
Income Taxes (Details 4)
Income Taxes (Details 4) | Sep. 30, 2017USD ($) |
Income Taxes 4 _ [Abstract] | |
Amount and Nature of Beneficial Ownership Leonid Skupchenko | $ 2,800,000 |
Percent of Common Stock: Common Stock | $ 74.67 |
Income Taxes (Details Text)
Income Taxes (Details Text) - USD ($) | Sep. 30, 2017 | Aug. 22, 2016 |
Income Taxes_details_ Abstract__ [Abstract] | ||
As at September 30, 2017, the Company has net operating losses carried forward of $18,344, which are available to offset future years' taxable income | $ 18,344 | |
The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group | 5 | |
The percentages below are calculated based on 3,750,000 shares of our common stock issued and outstanding as of September 30, 2017 | 3,750,000 | |
On August 22, 2016, we offered and sold 2,800,000 shares of common stock to Leonid Skupchenko, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director, at a purchase price of $0.001 per share, for aggregate proceeds of $2,800. | $ 2,800 | |
As of September 30, 2017, Leonid Skupchenko has loaned us $7,793 | 7,793 | |
During fiscal years ended September 30, 2017 and 2016, we incurred approximately $8,000 and $nil in fees respectively to our principal independent accountants for professional services rendered in connection with the audit of our September 30, 2016 financial statements and for the reviews of our financial statements for the quarters ended December 31, 2016, March 31, 2017, and June 30, 2017. | $ 8,000 |
Uncategorized Items - none-2017
Label | Element | Value |
Issuance Of Common Stock_ For Cash | none_IssuanceOfCommonStock_ForCash | $ 2,800 |
Issuance_ Of Common Stock For Cash | none_Issuance_OfCommonStockForCash | 19,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (1,824) |
Additional Paid-in Capital [Member] | ||
Issuance_ Of Common Stock For Cash | none_Issuance_OfCommonStockForCash | 18,050 |
Share Capital Amount [Member] | ||
Issuance Of Common Stock_ For Cash | none_IssuanceOfCommonStock_ForCash | 2,800 |
Issuance_ Of Common Stock For Cash | none_Issuance_OfCommonStockForCash | 950 |
Deficit [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (16,520) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (1,824) |
Share Capital Number Of Shares [Member] | ||
Issuance Of Common Stock For Cash__ In Shares | none_IssuanceOfCommonStockForCash__InShares | 2,800,000 |
Issuance Of Common Stock For Cash__ In Shares | none_IssuanceOfCommonStockForCash__InShares | $ 950,000 |