| - INCOME TAXES | Note 8 - INCOME TAXES The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position at April 30, 2018 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at April 30, 2018. The Company's utilization of any net operating loss carry forward may be unlikely as a result of its intended activities. The valuation allowance at April 30, 2018 was $13,692. The net change in valuation allowance during the year ended April 30, 2018 was $13,415. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 2018 and 2017. All tax years since inception remains open for examination only by taxing authorities of US Federal and state of Nevada. The Company has a net operating loss carryforward for tax purposes totaling $36,020 at April 30, 2018, expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows: As of April 30, 2018 As of April 30, 2017 Non-current deferred tax assets: Net operating loss carryforward $ (36,020) (814) Total deferred tax assets $ (13,692) (277) Valuation allowance $ 13,692 277 Net deferred tax assets $ - - The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the year ended April 30, 2018 as follows: Year ended April 30, 2018 Year ended April 30, 2017 Computed "expected" tax expense (benefit) $ (13,415) (277) Change in valuation allowance $ 13,415 277 Actual tax expense (benefit) $ - - 22 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 April 30, 2018 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Tread way 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 April 30, 2018, 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 April 30, 2018, 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 April 30, 2018, 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 April 30, 2018 based on criteria established in Internal Control- Integrated Framework issued by COSO. 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. 23 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 April 30, 2018. 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 Directors of the Company are elected by the shareholders to a term of one year and serve until their successors are elected and qualified. Officers of the Company are appointed by the Board of Directors to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees. The name, age and position of the company officer and director is set forth below: Name Age Position Since Ajay Rajendran 26 President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director of the Company October 24, 2016 Ajay Rajendran has held the offices/positions since the inception of the Company, and he is expected to hold said offices/positions until the next annual meeting of the shareholders. The person named above is the Company's only officer, director, promoter and control person. Background Information about The Company's Officer and Director Ajay Rajendran, Age 26: Mr. Rajendran, our founder and current sole officer and director, began designing websites as a hobby before institute. He graduated from Indian Institute of Technology Delhi , India in 2013 with a specialty Computer Science and Engineering. From 2013 to 2016 he worked as a project manager at Web media Emarketing - specialized on internet marketing. As a project manager Mr. Rajendran was responsible for the projects of creating websites and improving of sites' advertisement. In 2016 he decided to leave the Web media Emarketing to start his own business and founded the Company. While working as a project manager, Mr. Rajendran had to be very organized and detailed oriented, skills that have transferred well in his running of our business, also he received very valuable experience in creating of websites. Corporate Governance The Company does not have a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its Board of Directors consists of only one director whom is not independent, as he is also an officer. There is no independent audit committee financial expert because it is believed the cost related to retaining a financial expert at this time is prohibitive due to the current circumstances of the Company. Further, because there are only minimal operations at the present time, it is believed the services of a financial expert are not warranted. 24 Conflicts of Interest The Company does not currently foresee any conflict of interest. Section 16(a) Beneficial Ownership Reporting Compliance 16(a) of the Securities Exchange Act of 1934 requires the company directors and executive officers, and persons who own more than ten percent of the Company's common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of its common stock. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the company with copies of all Section 16(a) forms they file. The Company intends to ensure to the best of its ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion. Item 11. Executive Compensation The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officer paid by us during the period ended April 30, 2018, in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO): SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensations ($) Totals ($) Ajay Rajendran, President, Chief Executive Officer, Treasurer, and Director 2017-2018 0 0 0 0 0 0 0 0 Narrative Disclosure to Summary Compensation Table There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person's responsibilities following a change in control of the Company. Outstanding Equity Awards at Fiscal Year-End No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the period ended April 30, 2018. Long-Term Incentive Plans There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for our director or executive officer. 25 Compensation Committee The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation. Compensation of Directors Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. Security Holders Recommendations to Board of Directors The Company welcomes comments and questions from the shareholders. Shareholders can direct communications to the Chief Executive Officer, Ajay Rajendran, at our executive offices. However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all communications. Management attempts to address shareholder questions and concerns in press releases and documents filed with the SEC so that all shareholders have access to information about the Company at the same time. Ajay Rajendran collects and evaluates all shareholder communications. All communications addressed to the director and executive officer will be reviewed by Ajay Rajendran, unless the communication is clearly frivolous. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information at April 30, 2018, with respect to the beneficial ownership of shares of Common Stock by (i) each person known to the Company who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to the Company), (ii) the Director, (iii) the Executive Officer and (iv) our Executive Officer and Director as a group. Beneficial Name of Owner No. of
Shares Before Offering No. of
Shares After Offering Percentage of Ownership Ajay Rajendran 3,000,000 5,035,000 60% (1) Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. Changes in Control There are no present arrangements or pledges of the Company's securities which may result in a change in control of the Company. Future Sales by Principal Shareholders A total of 3,000,000 shares have been issued to the Company's officer, director and affiliate and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of these shares (after applicable restrictions expire) may have a depressive effect on the price of the Company's common stock in any market that may develop, of which there can be no assurance. The principal shareholders do not have any plans to sell their shares at any time after this offering is complete. 26 Item 13. Certain Relationships and Related Transactions We received our initial funding of $3,000 through the sale of common stock to our President, Ajay Rajendran, who purchased 3,000,000 shares of our common stock at $0.001 per share on April 10, 2017. The shares that were issued to Ajay Rajendran were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act. Except for the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which the Company was or is a party since the beginning of the last fiscal year, or in any proposed transaction to which the Company proposes to be a party: • (A) any of the director(s) or executive officer(s);
• (B) any nominee for election as one of the Company's direction
• (C) any person who is known by the Company to beneficially own, directly or indirectly, shares carrying
more than 5% of the voting rights attached to the Company's Common Stock, or
• (D) any member of the immediate family (including spouse, parents, children, siblings and in-laws) of ny of the foregoing persons named in paragraph (A),(B) or (C) above.
There are not currently any conflicts of interest by or among the Company's current officer, director, key employee or advisors. The Company has not yet formulated a policy for handling conflicts of interest, if any arise; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees. Item 14. Principal Accountant Fees and Services During fiscal year ended April 30, 2018, we incurred approximately $19,898 in fees to our principal independent accountants for professional services rendered in connection with the audit of our April 30, 2017 financial statements and for the reviews of our financial statements for the quarters ended July 31, 2017, October 31, 2017, and January 31, 2018. 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). 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. 27 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Chennai August _, 2018. BELISS CORP. By: /s/ Ajay Rajendran Ajay Rajendran
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Director 28 |
