U.S. SECURITIES AND EXCHANGE COMMISSION Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-186330
BALIUS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
99-0382426 IRS Employer Identification Number | 5963 Primary Standard Industrial Classification Code Number |
Balius Corp.
38 Sea View Park
Cliffoney, Co. Sligo, Ireland
Tel. 353851997078
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of October 16, 2013 |
Common Stock, $0.001 | 12,550,000 |
1 | Page
BALIUS CORP.
PART I | FINANCIAL INFORMATION |
|
ITEM 1 | Financial Statements | 3 |
Balance Sheets | 3 | |
Statements of Operations | 4 | |
Statements of Cash Flows | 5 | |
Notes to Financial Statements | 6 | |
ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk | 12 |
ITEM 4 | Controls and Procedures | 12 |
PART II | OTHER INFORMATION | 13 |
ITEM 1 | Legal Proceedings | 13 |
ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
ITEM 3 | Defaults Upon Senior Securities | 13 |
ITEM 4 | Mine Safety Disclosures | 13 |
ITEM 5 | Other Information | 13 |
ITEM 6 | Exhibits | 14 |
2 | Page
PART I. FINANCIAL INFORMATION
BALIUS CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS | |||
| SEPTEMBER 30, 2013 (UNAUDITED) | DECEMBER 31, 2012 (AUDITED) | |
ASSETS |
|
| |
Current Assets |
|
| |
| Cash | $ 15,313 | $ 10,126 |
| Inventory | 2,000 | - |
| Prepaid expenses | 6,000 | - |
| Total current assets | 23,313 | 10,126 |
Total assets | $ 23,313 | $ 10,126 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Current Liabilities | |||
| Loan from shareholder | $ 2,424 | $ 424 |
| Total current liabilities | 2,424 | 424 |
Total liabilities | 2,424 | 424 | |
| |||
Stockholders’ Equity | |||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
| |
| 12,550,000 shares issued and outstanding (10,000,000 shares issued and outstanding as of December 31, 2012) | 12,550 | 10,000 |
| Additional paid-in-capital | 22,950 | - |
| Deficit accumulated during the development stage | (14,611) | (298) |
Total stockholders’ equity | 20,889 | 9,702 | |
Total liabilities and stockholders’ equity | $ 23,313 | $ 10,126 | |
The accompanying notes are an integral part of these financial statements.
3 | Page
BALIUS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) | |||
| Three months ended September 30, 2013 | Nine months ended September 30, 2013 | For the period from inception (October 23, 2012) to September 30, 2013 |
Revenues | $ - | $ - | $ - |
Expenses |
|
|
|
General and administrative expenses | 7,246 | 14,313 | 14,611 |
Net loss from operations | (7,246) | (14,313) | (14,611) |
Net loss | $ (7,246) | (14,313) | $ (14,611) |
Loss per common share – Basic and Diluted | (0.00) |
|
|
Weighted Average Number of Common Shares Outstanding-Basic and Diluted | 12,550,000 | 10,962,198 |
|
The accompanying notes are an integral part of these financial statements.
4 | Page
BALIUS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) | |||
| Nine months ended September 30, 2013 | For the period from inception (October 23, 2012) to September 30, 2013 | |
Operating Activities |
|
| |
| Net loss | $ (14,313) | $ (14,611) |
| Decrease (Increase) in Operating Assets: |
|
|
| Inventory | (2,000) | (2,000) |
| Prepaid expenses | (6,000) | (6,000) |
| Net cash used in operating activities | (22,313) | (22,611) |
Financing Activities |
|
| |
| Proceeds from sale of common stock | 25,500 | 35,500 |
| Proceeds from loan from shareholder | 2,000 | 2,424 |
| Net cash provided by financing activities | 27,500 | 37,924 |
Net increase in cash and equivalents | 5,187 | 15,313 | |
Cash and equivalents at beginning of the period | 10,126 | - | |
Cash and equivalents at end of the period | $ 15,313 | $ 15,313 | |
| Supplemental cash flow information: |
|
|
| Cash paid for: |
|
|
| Interest | $ - | $ - |
| Taxes | $ - | $ - |
The accompanying notes are an integral part of these financial statements.
5 | Page
BALIUS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2013
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
BALIUS CORP. (the “Company”) was incorporated under the laws of the State of Nevada on October 23, 2012 and plans to buy young Irish Sport Horses train them and resell. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.” Since inception through September 30, 2013 the Company has not generated any revenue and has accumulated losses of $14,611.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $14,611 as of September 30, 2013 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted December 31 fiscal year end.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At September 30, 2013 the Company's bank deposits did not exceed the insured amounts.
6 | Page
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted 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.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the period ended September 30, 2013.
Impairment of Long-Lived Assets
The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Recent accounting pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
7 | Page
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
As of September 30, 2013 the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. No revenue has been earned since inception.
NOTE 4 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. On November 19, 2012, the Company issued 10,000,000 shares of its common stock at $0.001 per share for total proceeds of $10,000. For the nine month period ended September 30, 2013 the Company issued 2,550,000 shares of its common stock at $0.01 per share for total proceeds of $25,500. As of September 30, 2013, the Company had 12,550,000 shares issued and outstanding.
NOTE 5 – INCOME TAXES
As of September 30, 2013 the Company had net operating loss carry forwards of $14,611 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 6 – RELATED PARTY TRANSACTIONS
Since inception through September 30, 2013 the Director loaned the Company $2,424 to pay for general and administrative expenses. As of September 30, 2013, total loan amount was $2,424. The loan is non-interest bearing, due upon demand and unsecured.
8 | Page
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
General
Balius Corp. was incorporated in the State of Nevada on October 23, 2012 and established a fiscal year end of December 31. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to commence operations in the equine business. We have recently started our operation. As of today, we have developed our business plan, bought first young horse, executed a Grazing Lease Agreement, dated January 22, 2013 and entered into oral agreement with Thomas Casidy to use a property which includes a riding arena, a stable for 8 horses and 6 acres pasture field in Ballaghnatrillick on March 26, 2013.
We plan to commence operations in the equine business. We intend to buy young Irish Sport Horses aged 4 year and older, train them and resell. We plan to buy unbroken and untrained young horses at the local and national auctions as well as from horse distributors, general public, breeders and horse farms.
We intend to offer our trained Irish Sport Horses to various horse dealers that distribute horses to Europe and North America. Our Sole officer and director has worked for many years and has broad connections in the equine industry and personally know many horse dealers. He will offer our horses to them. We plan to sell our horses at local, national and international horse auctions. We will attend action with our horses that are held every week in Ireland, many of which are international auctions. We plan also to advertise them at different newspapers and web sites and sell directly to the public.
9 | Page
RESULTS OF OPERATION
As of September 30, 2013, we had total assets of $23,313 and total liabilities of $2,424. Since our inception to September 30, 2013, we have accumulated a deficit of $14,611. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Nine Month Period Ended September 30, 2013 Compared to the period from inception (October 23, 2012) to September 30, 2013
Our net loss for the nine month period ended September 30, 2013 was $14,313 compared to a net loss of $14,611 during the period from inception (October 23, 2012) to September 30, 2013. During the nine month period ended September 30, 2013, we have not generated any revenues.
During the nine month period ended September 30, 2013, we incurred $14,313 in general and administrative expenses compared to $14,611 in general and administrative expenses incurred during the period from inception (October 23, 2012) to September 30, 2013. General and administrative and professional fee expenses incurred during the nine month period ended September 30, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
The weighted average number of shares outstanding was 10,962,198 for the nine month period ended September 30, 2013.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2013
As of September 30, 2013 our current assets were $23,313 compared to $10,126 in current assets at December 31, 2012. Our current liabilities were $2,424 as of September 30, 2012 compared to $424 as at December 31, 2013.
Stockholders’ equity increased from $9,702 as of December 31, 2012 to $20,889 as of September 30, 2013.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine month period ended September 30, 2013, cash flows used in operating activities was $22,313, consisting of a net loss of $14,313, increase in prepaid expenses of $6,000 and increase in inventory of $2,000. During the period from inception (October 23, 2012) to September 30, 2013 net cash flows used in operating activities was $22,611.
10 | Page
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and advances from our sole director. For the nine month period ended September 30, 2013, cash provided by financing activities was $27,500 which was received from proceeds from issuance of common stock and advance from the director. For the period from inception (October 23, 2012 ) to September 30, 2013, net cash provided by financing activities was $37,924 received from proceeds from issuance of common stock and advance from the director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and advances from our sole officer and director. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
11 | Page
GOING CONCERN
The independent auditors' report accompanying our December 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
ITEM 4 (T). CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
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, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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 Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
12 | Page
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 1A. RISK FACTORS
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None.
13 | Page
ITEM 6. EXHIBITS
Exhibits:
Number | Description |
|
|
31.1 | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002 |
32.1 | Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BALIUS CORP. |
Dated: October 16, 2013 | By: /s/ Vitaliy Gladky |
| Vitaliy Gladky, President and Chief Executive Officer and Chief Financial Officer |
14 | Page
Exhibit 31.1
CERTIFICATION
I, Vitaliy Gladky, President, Chief Executive Officer and Chief Financial Officer of BALIUS CORP., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BALIUS CORP.;
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 16, 2013
/s/ Vitaliy Gladky
____________________________
Vitaliy Gladky, President,
Chief Executive Officer and Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BALIUS CORP. (the "Company") on Form 10-Q for the period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 16, 2013
/s/ Vitaliy Gladky
Vitaliy Gladky, President,
Chief Executive Officer and
Chief Financial Officer
|
Statement of Cash Flows (USD $)
|
9 Months Ended | 11 Months Ended |
|---|---|---|
|
Sep. 30, 2013
|
Sep. 30, 2013
|
|
| Net Cash Provided by (Used in) Operating Activities | ||
| Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (14,313) | $ (14,611) |
| Increase (Decrease) in Operating Assets | ||
| Increase (Decrease) in Inventories | (2,000) | (2,000) |
| Increase (Decrease) in Prepaid Expense and Other Assets | (6,000) | (6,000) |
| Net Cash Provided by (Used in) Operating Activities | (22,313) | (22,611) |
| Net Cash Provided by (Used in) Financing Activities | ||
| Proceeds from Issuance of Common Stock | 25,500 | 35,500 |
| Proceeds from loans | 2,000 | 2,424 |
| Net Cash Provided by (Used in) Financing Activities | 27,500 | 37,924 |
| Cash and Cash Equivalents, Period Increase (Decrease) | 5,187 | 15,313 |
| Cash and Cash Equivalents, at Carrying Value | 10,126 | |
| Cash and Cash Equivalents, at Carrying Value | $ 15,313 | $ 15,313 |
|
Equity
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Equity: | |
| Stockholders' Equity Note Disclosure | COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. On November 19, 2012, the Company issued 10,000,000 shares of its common stock at $0.001 per share for total proceeds of $10,000. For the nine month period ended September 30, 2013 the Company issued 2,550,000 shares of its common stock at $0.01 per share for total proceeds of $25,500. As of September 30, 2013, the Company had 12,550,000 shares issued and outstanding. |
|
Related Party Disclosures
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Related Party Disclosures: | |
| Related Party Transactions Disclosure | RELATED PARTY TRANSACTIONS
Since inception through September 30, 2013 the Director loaned the Company $2,424 to pay for general and administrative expenses. As of September 30, 2013, total loan amount was $2,424. The loan is non-interest bearing, due upon demand and unsecured.
|
|
Statement of Income (USD $)
|
3 Months Ended | 9 Months Ended | 11 Months Ended |
|---|---|---|---|
|
Sep. 30, 2013
|
Sep. 30, 2013
|
Sep. 30, 2013
|
|
| Operating Expenses | |||
| General and Administrative Expense | $ 7,246 | $ 14,313 | $ 14,611 |
| Operating Expenses | 7,246 | 14,313 | 14,611 |
| Operating Income (Loss) | (7,246) | (14,313) | (14,611) |
| Net Income (Loss) Attributable to Parent | $ (7,246) | $ (14,313) | $ (14,611) |
| Earnings Per Share | |||
| Earnings Per Share, Basic | $ 0 | $ 0 | |
| Weighted Average Number of Shares Outstanding, Basic | 12,550,000 | 10,962,198 |
|
Organization, Consolidation and Presentation of Financial Statements
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Organization, Consolidation and Presentation of Financial Statements: | |
| Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business BALIUS CORP. (the “Company”) was incorporated under the laws of the State of Nevada on October 23, 2012 and plans to buy young Irish Sport Horses train them and resell. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.” Since inception through September 30, 2013 the Company has not generated any revenue and has accumulated losses of $14,611.
Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.
GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $14,611 as of September 30, 2013 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted December 31 fiscal year end.
Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At September 30, 2013 the Company's bank deposits did not exceed the insured amounts.
Basic and Diluted Income (Loss) Per Share The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted 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.
Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the period ended September 30, 2013.
Impairment of Long-Lived Assets The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Recent accounting pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation As of September 30, 2013 the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. No revenue has been earned since inception. |
|
Statement of Financial Position (USD $)
|
Sep. 30, 2013
|
Dec. 31, 2012
|
|---|---|---|
| Assets, Current | ||
| Cash and Cash Equivalents, at Carrying Value | $ 15,313 | $ 10,126 |
| Inventory, Net | 2,000 | |
| Prepaid Expense, Current | 6,000 | |
| Assets, Current | 23,313 | 10,126 |
| Assets | 23,313 | 10,126 |
| Liabilities, Noncurrent | ||
| Due to Related Parties, Noncurrent | 2,424 | 424 |
| Liabilities | 2,424 | 424 |
| Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | ||
| Common Stock, Value, Issued | 12,550 | 10,000 |
| Additional Paid in Capital, Common Stock | 22,950 | |
| Retained Earnings (Accumulated Deficit) | (14,611) | (298) |
| Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 20,889 | 9,702 |
| Stockholders' Equity, Number of Shares, Par Value and Other Disclosures | ||
| Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
| Common Stock, Shares Issued | 12,140,000 | 10,000,000 |
| Liabilities and Equity | $ 23,313 | $ 10,126 |
|
Income Taxes
|
9 Months Ended |
|---|---|
|
Sep. 30, 2013
|
|
| Income Taxes: | |
| Income Tax Disclosure | INCOME TAXES
As of September 30, 2013 the Company had net operating loss carry forwards of $14,611 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. |