UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2015
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 333-200675
Terafox Corp. | |||
(Exact name of small business issuer as specified in its charter)
|
Nevada | 2750 | < > |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) |
str. Lege, 6, Sofia, Bulgaria, 1000 (Address of principal executive offices) |
+17027518466 |
(Issuer's telephone number) terafoxcorp@gmail.com (Issuer's email address) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Large accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,440,000 common shares issued and outstanding as of December 31, 2015.
TERAFOX CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
2
PART 1 | FINANCIAL INFORMATION |
ITEM 1. | FINANCIAL STATEMENTS. |
The accompanying interim financial statements of Terafox Corp. (the Company), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
3
TERAFOX CORP.
BALANCE SHEETS
(UNAUDITED)
ASSETS |
| December 31, 2015 (unaudited) |
|
| September 30, 2015 (audited) |
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|
| | | | |
|
Current Assets |
| | | | |
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Cash and cash equivalents | $ | 30 | | $ | 254 |
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Total Current Assets |
| 30 | |
| 254 |
|
Other Current Assets |
| | |
| |
|
Inventory |
| 410 | | | - |
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Total Other Current Assets |
| 410 | | | - |
|
|
| | | | |
|
Fixed Assets |
| | | | |
|
Equipment |
| 10,000 | | | 10,000 |
|
Accumulated Depreciation |
| (417) | | | - |
|
Total Fixed Assets |
| 9,583 | | | 10,000 |
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|
| | | | |
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Total Assets | $ | 10,023 | | $ | 10,254 |
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| | | | |
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LIABILITIES AND SHAREHOLDERS EQUITY |
| | | | |
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| | | | |
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Current Liabilities |
| | | | |
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Rents Payable |
| 7,790 | |
| 6,420 |
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Loan from director | $ | 14,791 | | $ | 14,325 |
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|
| | | | |
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Total Liabilities |
| 22,581 | | | 20,745 |
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| | | | |
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Shareholders Equity |
| | | | |
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Common stock, par value $0.001; 75,000,000 shares authorized, 6,440,000 and 6,440,000 shares issued and outstanding respectively |
| 6,440 | | | 6,440 |
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Additional paid-in capital |
| 21,479 | | | 21,479 |
|
Deficit accumulated during the development stage |
| (40,477) | | | (38,410) |
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| | | | |
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Total Shareholders Equity |
| (12,558) | | | (10,491) |
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| | | | |
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Total Liabilities and Shareholders Equity | $ | 10,023 | | $ | 10,254 |
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See accompanying notes to financial statements.
4
TERAFOX CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
| Three Months Period Ended December 31, 2015 |
| Three Months Period Ended December 31, 2014 |
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Revenues | $ | 6,800 | $ | - |
Cost of Goods Sold |
| 656 |
| - |
GROSS PROFIT |
| 6,144 |
| - |
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|
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Operating Expenses |
|
|
|
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General and administrative expenses |
| 8,211 |
| 6,482 |
Total Operating Expenses |
| 8,211 |
| 6,482 |
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Net Loss From Operations |
| (2,067) |
| (6,482) |
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|
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Provision for Income Taxes |
| - |
| - |
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Net Loss | $ | (2,067) | $ | (6,482) |
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Net Loss Per Share: Basic and Diluted | $ | (0.00) | $ | (0.00) |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
| 6,440,000 |
| 4,000,000 |
See accompanying notes to financial statements.
5
TERAFOX CORP.
STATEMENT OF CASH FLOWS
(UNAUDITED)
|
| Three Months Period Ended December 31, 2015 | Three Months Period Ended December 31, 2014 |
Cash flows from operating activities: |
|
|
|
Net loss for the period | $ | (2,067) | (6,482) |
|
| | |
Adjustments to reconcile net loss to net cash (used in) operating activities: |
| | |
Changes in operating assets and liabilities: |
| | |
Inventory |
| (410) | |
Accumulated Depreciation |
| 417 | |
Rents Payable |
| 1,370 | - |
Cash flows used in operating activities |
| (690) | - |
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| | |
Cash flows from financing activities: |
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|
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Proceeds from sale of common stock |
| - | - |
Loans payable |
| 466 | - |
Cash flows provided by financing activities |
| 466 | - |
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| | |
Cash flows from investing activities |
| | |
Purchase of Equipment |
| - | - |
Cash flows used in investing activities |
| - | - |
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| | |
Net increase (decrease) in cash |
| (224) | (6,482) |
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| | |
Cash, beginning of the period |
| 254 | 7,649 |
Cash, end of the period | $ | 30 | 1,167 |
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Supplemental Cash Flow Information: |
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Interest paid | $ | - | - |
Income taxes paid | $ | - | - |
See accompanying notes to financial statements.
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TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
(UNAUDITED)
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
Terafox Corp. was incorporated in the State of Nevada on February 26, 2014. We are a development-stage company formed to produce flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.
NOTE 2 GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had limited revenues as of December 31, 2015. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three months period ended December 31, 2015 and December 31, 2014.
The interim financial statements are condensed and should be read in conjunction with the companys latest annual financial statements and it is managements opinion that all adjustments necessary for a fair presentation for the interim periods have been made, and that all adjustments are of a normal recurring nature that there were no adjustments other than normal recurring adjustments.
It is managements opinion that all adjustments necessary for a fair statement of the results for the interim periods have been made, and that all adjustments are of a normal recurring. Furthermore, in managements opinion, sufficient disclosures have been made in order to make the interim financial information not misleading.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting). The Company has adopted a September 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $30 of cash as of December 31, 2015.
Fair Value of Financial Instruments
The Companys financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
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TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
(UNAUDITED)
NOTE 3 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
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
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the propertys useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2015.
Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
Recent Accounting Pronouncements
Terafox Corp. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow.
As of December 31, 2015 the Company has recorded $417 of depreciation. As of December 31, 2014 the Company has not started operations, thus, no depreciation was recorded during that period.
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TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
(UNAUDITED)
NOTE 4- FIXED ASSETS
Company purchased Industrial flatbed printing machine S-SUN C4300.
| December 31, 2015 | December 31, 2014 |
Fixed assets: |
|
|
Equipment | $ 10,000 | $ 10,000 |
Less: accumulated depreciation | 417 | 0 |
Net fixed assets | $ 9,583 | $ 10,000 |
NOTE 5 LOAN FROM DIRECTOR
As of December 31, 2015, a director loaned $14,791 to the Company.
The loan is unsecured, non-interest bearing and due on demand.
NOTE 6 COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On June 27, 2014, the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.
During January, 2015, The Company has issued 285,000 shares of common stock for cash proceeds of $2,759 at $0.01 per share.
During February, 2015, The Company has issued 1,275,000 shares of common stock for cash proceeds of $12,400 at $0.01 per share.
During March, 2015, The Company has issued 720,000 shares of common stock for cash proceeds of $7,160 at $0.01 per share.
During April, 2015, The Company has issued 160,000 shares of common stock for cash proceeds of $1,600 at $0.01 per share.
There were 6,440,000 shares of common stock issued and outstanding as of December 31, 2015.
NOTE 7 COMMITMENTS AND CONTINGENCIES
On July 01, 2014 the Company has entered in a two year production space lease agreement started February 1, 2015. Annual rental fees for first year will be $6,000 and $5,400 for the second year. On September 03, 2014 by mutual agreement the parties have decided that the lease agreement will terminate on October 31, 2015. On August 31, 2015 the Company has signed a new two years Lease Agreement. For the first and second year of the Agreement the annual rental fee is $3,360 with monthly price of $280. Companys office space has been provided by the officer without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
9
TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
(UNAUDITED)
NOTE 8 INCOME TAXES
As of December 31, 2015, the Company had net operating loss carry forwards of approximately $40,477 ($38,410 as of September 30, 2015) that may be available to reduce future years taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
| December 31, 2015 | September 30, 2015 |
Federal income tax benefit attributable to: |
|
|
Current Operations | $ 703 | $ 13,059 |
Less: valuation allowance | (703) | (13,059) |
Net provision for Federal income taxes | $ 0 | $ 0 |
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
| December 31, 2015 | September 30, 2015 |
Deferred tax asset attributable to: |
|
|
Net operating loss carryover | $ 13,762 | $ 13,059 |
Less: valuation allowance | (13,762) | (13,059) |
Net deferred tax asset | $ 0 | $ 0 |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $40,477 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 9 SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations from December 31, 2015 to the date these financial statements were available to be issued, and through the actual filing date and has determined that it does not have any material subsequent events to disclose in these financial statements.
ITEM 2. | MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENT NOTICE
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.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
10
GENERAL
Terafox Corp. was incorporated in the State of Nevada as a for-profit company on February 26, 2014 and established a fiscal year end of September 30. We have limited revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to produce flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.
PRODUCT
Our product can be represented by wide range of goods produced using industrial flatbed printing machine we chose. Products include, but not limited to: flyers, posters, booklets, pictures and other printed goods of that kind. Besides regular paper printed products our printing machine has function to print images on many other surfaces, such as, but not limited to:
Organic materials: acrylic, plastics, leather, wooden articles, textile fabric, silica gel, etc.
Inorganic materials: ceramics, glass, stone, crystal etc.
Metallic materials: gold, silver, copper, iron, stainless steel, aluminum alloy etc.
Maximum printing heights is 25sm, which widens the range of products we can print images on: phone and tablet covers, pens and shirts, leather bags, key chains, laptops, etc. There can be as many items in the list of possible products as rich clients imagination may be.
EQUIPMENT
We plan use fully automated portable industrial flatbed printing machine model number S-SUN C4300.
S-SUN C4300 has the following technical characteristics:
Model Number:
S-SUN C4300
Power:
60W
Weight:
85 kg
Dimensions:
750*900*730 mm
Production capacity:
A4 25 seconds (may vary depending on size)
RESULTS OF OPERATIONS
We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. 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.
THREE MONTHS PERIOD ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
Our net losses for the three months period ended December 31, 2015 and December 31, 2014 were $2,067 and $6,482 respectively. During the three months period ended December 31, 2015 we have generated $6,800 revenue and $0 of revenue for the three months period ended December 31, 2014.
LIQUIDITY AND CAPITAL RESOURCES
As at December 31, 2015, our total assets were $10,023. Total assets were comprised of $30 in cash, $410 in inventory and $9,583 in fixed assets. As at December 31, 2015, our current liabilities were $22,581 and Stockholders equity was a deficit of $12,558.
As of September 30, 2015, our total assets were $10,254 comprised of cash $ 254, and net fixed assets $10,000. Our total liabilities were $20,745 comprised of accounts payable of $6,420 and a loan from our director of $14,325. Stockholders equity was a deficit of $10,491.
11
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the three months period ended December 31, 2015 and December 31, 2014 net cash flows used in operating activities were $690 and $6,482 respectively.
CASH FLOWS FROM INVESTING ACTIVITIES
For the three months period ended December 31, 2015 and December 31, 2014 we did not have any cash flows used in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the three months period ended December 31, 2015 and December 31, 2014 cash flows provided by financing activities were $466 and $0 respectively.
PLAN OF OPERATION AND FUNDING
The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties. Aleksey Gagauz, our sole officer and director, has verbally agreed to lend us the funds. However, Mr. Aleksey Gagauz has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.
GOING CONCERN
The Company has generated limited revenues and incurred a loss resulting in an accumulated deficit of $40,477 as of December 31, 2015 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Companys 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, obtaining 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, loans from directors and, or, the private placement of common stock.
Because of the Companys history of losses, its independent auditors, in the reports on the financial statements for the December 31, 2015 expressed substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
OFF-BALANCE SHEET ARANGEMENTS
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.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
None
12
ITEM 4. | 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 Commissions 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 issuers 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 December 31, 2015. 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. | OTHER INFORMATION |
ITEM 1. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. | RISK FACTORS |
None
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
None
ITEM 4. | SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS |
None
ITEM 5. | OTHER INFORMATION |
None
13
ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
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31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
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31.2 |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
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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 Sofia, Bulgaria on February 2, 2016.
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| TERAFOX CORP. | |||
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| By: | /s/ | Aleksey Gagauz |
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| Name: | Aleksey Gagauz |
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| Title: | President, Treasurer and Secretary | |
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| (Principal Executive, Financial and Accounting Officer) |
14
302 CERTIFICATION
I, Alexey Gaguaz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Terafox Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a 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 this 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. I am 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 controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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: February 2, 2016
/s/Alexey Gaguaz
Alexey Gaguaz
Chief Executive Officer
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Terafox Corp. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Qarterly Report on Form 10-Q for the quarter ended December 31, 2015(the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/Alexey Gaguaz
Alexey Gaguaz
Chief Executive Officer
Chief Financial Officer
February 2, 2016
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