Nevada
|
|
47-1017473
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
|
Class
|
|
Outstanding at February 9, 2018
|
Common Stock, $0.001 par value per share
|
|
45,150,000*
|
PART I.
|
FINANCIAL INFORMATION
|
1
|
Item 1.
|
1
|
|
Item 2.
|
12
|
|
Item 3.
|
14
|
|
Item 4.
|
14
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
15
|
Item 1.
|
15
|
|
Item 1A.
|
15
|
|
Item 2.
|
15
|
|
Item 3.
|
15
|
|
Item 4.
|
15
|
|
Item 5.
|
15
|
|
Item 6.
|
16
|
|
17
|
Financial Statements
|
DECEMBER 31, 2017
|
SEPTEMBER 30, 2017
|
|||||||
(UNAUDITED)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and equivalents
|
$
|
4,102,537
|
$
|
419,093
|
||||
Deposit
|
1,000,000
|
1,000,000
|
||||||
Notes receivable
|
-
|
3,925,000
|
||||||
Total current assets
|
5,102,537
|
5,344,093
|
||||||
NON-CURRENT ASSETS
|
||||||||
Property and equipment, net
|
12,407
|
12,955
|
||||||
Total non-current assets
|
12,407
|
12,955
|
||||||
TOTAL ASSETS
|
$
|
5,114,944
|
$
|
5,357,048
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES
|
||||||||
Other payables
|
$
|
6,750
|
$
|
9,465
|
||||
Note payable
|
6,869,818
|
6,869,818
|
||||||
Total current liabilities
|
6,876,568
|
6,879,283
|
||||||
CONTINGENCIES AND COMMITMENTS
|
||||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Common stock, par value $0.001 per share, 375,000,000 shares
authorized; 45,150,000 shares issued and outstanding |
45,150
|
45,150
|
||||||
Additional paid in capital
|
47,432
|
47,432
|
||||||
Accumulated deficit
|
(1,854,206
|
)
|
(1,614,817
|
)
|
||||
Total stockholders' deficit
|
(1,761,624
|
)
|
(1,522,235
|
)
|
||||
TOTAL LIABILITIES AND DEFICIT
|
$
|
5,114,944
|
$
|
5,357,048
|
THREE MONTHS ENDED
DECEMBER 31,
|
||||||||
2017
|
2016
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
||||
Cost of revenue
|
-
|
-
|
||||||
Gross profit
|
-
|
-
|
||||||
Operating expenses
|
||||||||
General and administrative
|
227,791
|
37,370
|
||||||
Total operating expenses
|
227,791
|
37,370
|
||||||
Loss from operations
|
(227,791
|
)
|
(37,370
|
)
|
||||
Non-operating expenses
|
||||||||
Interest income
|
41,410
|
-
|
||||||
Interest expense
|
(52,668
|
)
|
-
|
|||||
Financial expense
|
(340
|
)
|
(181
|
)
|
||||
Total non-operating loss, net
|
(11,598
|
)
|
(181
|
)
|
||||
Loss before income tax
|
(239,389
|
)
|
(37,551
|
)
|
||||
Income tax provision
|
-
|
-
|
||||||
Net loss
|
$
|
(239,389
|
)
|
$
|
(37,551
|
)
|
||
Basic and diluted weighted average shares outstanding
|
45,150,000
|
45,150,000
|
||||||
Basic and diluted net loss per share
|
$
|
(0.01
|
)
|
$
|
(0.001
|
)
|
THREE MONTHS ENDED
DECEMBER 31,
|
||||||||
2017
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(239,389
|
)
|
$
|
(37,551
|
)
|
||
Adjustments to reconcile loss including noncontrolling
interest to net cash used in operating activities: |
||||||||
Depreciation
|
548
|
189
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
-
|
(4,539
|
)
|
|||||
Other payables
|
(2,715
|
)
|
-
|
|||||
Net cash used in operating activities
|
(241,556
|
)
|
(41,901
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Repayment from notes receivable
|
3,925,000
|
-
|
||||||
Net cash provided by investing activities
|
3,925,000
|
-
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Capital contribution
|
-
|
11,645
|
||||||
Proceeds from issuance of note
|
-
|
6,869,818
|
||||||
Net cash provided by financing activities
|
-
|
6,881,463
|
||||||
NET INCREASE IN CASH AND EQUIVALENTS
|
3,683,444
|
6,839,562
|
||||||
CASH AND EQUIVALENTS, BEGINNING OF PERIOD
|
419,093
|
8,165
|
||||||
CASH AND EQUIVALENTS, END OF PERIOD
|
$
|
4,102,537
|
$
|
6,847,727
|
||||
Supplemental cash flow data:
|
||||||||
Income tax paid
|
$
|
-
|
$
|
-
|
||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Supplemental disclosure of non-cash financing activities:
|
||||||||
Liabilities assumed by shareholders
|
$
|
-
|
$
|
23,470
|
(i)
|
Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
|
|
|
(ii)
|
Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
|
Level 1
|
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
Level 2
|
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
Level 3
|
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Building and workshops
|
20 years
|
Computer and office equipment
|
5 years
|
Office furniture
|
7 years
|
Decoration and renovation
|
10 years
|
Production machinery
|
10 years
|
Autos
|
5 years
|
|
Estimated
Useful Lives
(Years)
|
December 31, 2017
|
September 30, 2017
|
|||||||||
|
||||||||||||
Computer equipment
|
5
|
$
|
1,852
|
$
|
1,825
|
|||||||
Less accumulated depreciation
|
(371
|
)
|
(278
|
)
|
||||||||
Computer equipment, net
|
1,481
|
1,574
|
||||||||||
|
||||||||||||
Office furniture
|
7
|
12,746
|
12,746
|
|||||||||
Less accumulated depreciation
|
(1,820
|
)
|
(1,365
|
)
|
||||||||
Office furniture, net
|
10,926
|
11,381
|
||||||||||
Total property and equipment, net
|
$
|
12,407
|
$
|
12,955
|
|
December 31,
2017
|
September 30,
2017
|
||||||
Net deferred tax assets – Non-current:
|
||||||||
Expected income tax benefit from NOL carry-forwards
|
$
|
367,763
|
$
|
315,280
|
||||
Less valuation allowance
|
(367,763
|
)
|
(315,280
|
)
|
||||
Deferred tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
|
December 31, 2017
|
December 31, 2016
|
||||||
|
||||||||
Federal statutory income tax expense (benefit) rate
|
(34.00
|
)%
|
(34.00
|
)%
|
||||
Federal income tax rate difference
|
19.00
|
%
|
19.00
|
%
|
||||
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax
|
(7.51
|
)%
|
(7.51
|
)%
|
||||
Change in valuation allowance on net operating loss carry-forwards
|
22.51
|
%
|
22.51
|
%
|
||||
Effective income tax rate
|
0.00
|
%
|
0.00
|
%
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
2017
|
2016
|
Increase
(Decrease)
|
|||||||||
|
||||||||||||
General and administrative
|
$
|
227,791
|
$
|
37,370
|
$
|
190,421
|
||||||
|
$
|
227,791
|
$
|
37,370
|
$
|
190,421
|
|
As of
|
As of
|
||||||
|
December 31,
|
September 30,
|
||||||
|
2017
|
2017
|
||||||
|
||||||||
Total current assets
|
$
|
5,102,537
|
$
|
5,344,093
|
||||
Total current liabilities
|
(6,876,568
|
)
|
(6,879,283
|
)
|
||||
Working capital deficiency
|
$
|
(1,774,031
|
)
|
$
|
(1,535,190
|
)
|
|
For the Three Months Ended December 31, 2017
|
For the Three Months Ended December 31, 2016
|
||||||
|
||||||||
Net cash used in operating activities
|
$
|
(241,556
|
)
|
$
|
(41,901
|
)
|
||
Net cash used in investing activities
|
3,925,000
|
-
|
||||||
Net cash provided by financing activities
|
-
|
6,881,463
|
||||||
Net increase (decrease) in cash
|
$
|
3,683,444
|
$
|
6,839,562
|
Quantitative and Qualitative Disclosures about Market Risk
|
Evaluation of Disclosure Controls and Procedures
|
Item 1.
|
Item 1A.
|
Item 2.
|
Item 3.
|
Item 4.
|
Item 5.
|
Item 6.
|
Exhibit No.
|
|
Description
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
XBRL Instance Document*
|
101.SCH
|
|
XBRL Schema Document*
|
101.CAL
|
|
XBRL Calculation Linkbase Document*
|
101.DEF
|
|
XBRL Definition Linkbase Document*
|
101.LAB
|
|
XBRL Label Linkbase Document*
|
101.PRE
|
|
XBRL Presentation Linkbase Document*
|
|
FUSE ENTERPRISES INC.
|
|
|
|
|
|
By:
|
/s/ Umesh Patel
|
|
|
Umesh Patel
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
February 13, 2018
|
|
|
|
|
By:
|
/s/ Michael Viotto
|
|
|
Michael Viotto
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
February 13, 2018
|
1. |
I have reviewed this quarterly report on Form 10-Q of Fuse Enterprises Inc.;
|
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. |
The registrant’s other certifying officer 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 controls 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 the Company 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; and
|
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 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 controls over financial reporting.
|
Date: February 13, 2018
|
By:
|
/s/ Umesh Patel
|
|
Umesh Patel
|
|
|
Chief Executive Officer
|
1. |
I have reviewed this quarterly report on Form 10-Q of Fuse Enterprises Inc.;
|
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. |
The registrant’s other certifying officer 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 controls 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 the Company 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; and
|
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 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 controls over financial reporting.
|
Date: February 13, 2018
|
By:
|
/s/ Michael Viotto
|
|
Michael Viotto
|
|
|
Chief Financial Officer
|
Date: February 13, 2018
|
|
/s/ Umesh Patel
|
|
Umesh Patel
|
|
|
Chief Executive Officer
|
Date: February 13, 2018
|
|
/s/ Michael Viotto
|
|
Michael Viotto
|
|
|
Chief Financial Officer
|
Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Feb. 09, 2018 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Fuse Enterprises Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 45,150,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001636051 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) |
Dec. 31, 2017 |
Sep. 30, 2017 |
---|---|---|
CURRENT ASSETS | ||
Cash and equivalents | $ 4,102,537 | $ 419,093 |
Deposit | 1,000,000 | 1,000,000 |
Notes receivable | 0 | 3,925,000 |
Total current assets | 5,102,537 | 5,344,093 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 12,407 | 12,955 |
Total non-current assets | 12,407 | 12,955 |
TOTAL ASSETS | 5,114,944 | 5,357,048 |
CURRENT LIABILITIES | ||
Other payables | 6,750 | 9,465 |
Note payable | 6,869,818 | 6,869,818 |
Total current liabilities | 6,876,568 | 6,879,283 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 45,150,000 shares issued and outstanding | 45,150 | 45,150 |
Additional paid in capital | 47,432 | 47,432 |
Accumulated deficit | (1,854,206) | (1,614,817) |
Total stockholders' deficit | (1,761,624) | (1,522,235) |
TOTAL LIABILITIES AND DEFICIT | $ 5,114,944 | $ 5,357,048 |
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares |
Dec. 31, 2017 |
Sep. 30, 2017 |
---|---|---|
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 375,000,000 | 375,000,000 |
Common stock, shares issued | 45,150,000 | 45,150,000 |
Common stock, shares outstanding | 45,150,000 | 45,150,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Revenue | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | ||
General and administrative | 227,791 | 37,370 |
Total operating expenses | 227,791 | 37,370 |
Loss from operations | (227,791) | (37,370) |
Non-operating expenses | ||
Interest income | 41,410 | 0 |
Interest expense | (52,668) | 0 |
Financial expense | (340) | (181) |
Total non-operating loss, net | (11,598) | (181) |
Loss before income tax | (239,389) | (37,551) |
Income tax provision | 0 | 0 |
Net loss | $ (239,389) | $ (37,551) |
Basic and diluted weighted average shares outstanding (in Shares) | 45,150,000 | 45,150,000 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.01) | $ (0.001) |
Note 1 - Organization and Operations |
3 Months Ended |
---|---|
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Organization and Operations Fuse Enterprises Inc. (the “Company” or “Enterprises” or “We”) was incorporated under the laws of the State of Nevada on December 24, 2013. Enterprises is currently a full service online marketing agency, but is exploring opportunities in the mining industry. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in the mining industry and is currently investigating potential mining targets in Asia and North America. Enterprises is the sole shareholder of Processing. On November 28, 2016, 5,500,000 shares of the common stock of Enterprises, or 60.91% of the Company’s issued and outstanding shares of common stock, were sold by Pavel Mikhalkov and Aleksandr Kriukov in a series of private transactions to a new shareholder for an aggregate purchase price of $55,000 (collectively, the “Stock Sales”). In connection with the Stock Sales, Messrs. Mikhalkov and Kriukov released the Company from certain liabilities and obligations arising out of their service as directors and officers of the Company. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 (US$0.13). Trading had no operations prior to the acquisition by Processing, and Trading expects to be engaged in mining-related businesses. On May 26, 2017, the Company filed a Certificate of Change with the State of Nevada to (i) increase its authorized shares of common stock from 75,000,000 to 375,000,000 and (ii) effect a corresponding 5-for-1 forward stock split of the issued and outstanding shares of the Company’s common stock (the “Stock Split”). The consolidated financial statements (“CFS”) were retroactively restated to reflect the Stock Split for the periods presented. |
Note 2 - Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2017 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Company’s CFS were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The CFS include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances were eliminated in consolidation. Development Stage Company Enterprises is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification (“ASC”). Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing its business. All losses accumulated since its inception on December 24, 2013 were considered part of the Company’s development stage activities. In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, those amendments were effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Fuse Enterprises adopted ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to the development stage. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value (“FV”) of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the FV of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring FV in U.S. GAAP, and expands disclosures about FV measurements. Paragraph 820-10-35-37 establishes a FV hierarchy which prioritizes the inputs to valuation techniques used to measure FV into three broad levels. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of FV hierarchy defined by Paragraph 820-10-35-37 are described below:
Financial assets are considered Level 3 when their FVs are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the FV measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their FV because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company had no accounts receivable or bad debt allowances at December 31, 2017 or September 30, 2017. Plant, Property and Equipment Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows:
Depreciation of plant, property and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold. Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Uncertain Tax Positions The Company follows paragraph 740-10-25 of the FASB ASC. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2017 or September 30, 2017. The tax years 2014-2016 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject. Earnings (Loss) per Share Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Cash Flows Reporting The Company follows paragraph 230-10-45-24 of the FASB ASC for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB ASC to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB ASC. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its CFS. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its CFS. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS. |
Note 3 - Going Concern |
3 Months Ended |
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Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 – Going Concern The accompanying CFS were prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying CFS, the Company had an accumulated deficit of $1,854,206 at December 31, 2017, working capital deficit of $1,774,031 and net loss of $239,389 for the three months ended December 31, 2017, which raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise additional funds by way of a private or public offering, or obtaining loans from banks or others. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Note 4 - Property and Equipment |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 4 – Property and Equipment Property and equipment at December 31, 2017, and September 30, 2017 consisted of the following:
Depreciation expense for the three months ended December 31, 2017 and 2016 was $548 and $189, respectively. |
Note 5- Deposit and prepaid expenses |
3 Months Ended |
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Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | Note 5 – Deposit and prepaid expenses As of December 31 and September 30, 2017, the Company had a deposit of $1,000,000. On January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting company for a six-month service term. On July 3, 2017, the Company and the consulting company extended the Consulting and Strategist Agreement until January 3, 2018 at no additional cost. The consultant will provide Processing market research findings, exploration and advise on business development opportunities in certain countries, and other general business advisory services. Processing paid a deposit of $1,325,000 for the consulting fee. If Processing does not make any investment or enter into a business relationship with a target located in Mexico by the end of the service term, the consultant will refund Processing $1,000,000 of the consulting fee. On January 3, 2018, the Company renewed the agreement until July 3, 2018. |
Note 6 - Notes receivable and interest receivable |
3 Months Ended |
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Dec. 31, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 6 – Notes receivable and interest receivable As of September 30, 2017, the Company had notes receivable of $3,925,000. During the three months ended December 31, 2017, the Company collected all the amounts outstanding under the notes receivable, and received interest income of $41,410. |
Note 8 - Other payables |
3 Months Ended |
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Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 7 – Other payables As of December 31 and September 30, 2017, the Company had other payables of $6,750 and $9,465, respectively. Other payables mainly consisted of salary and payroll tax payables. |
Note 8 - Note payable (related party) |
3 Months Ended |
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Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 8 – Note payable (related party) On December 19, 2016, the Company entered into a Convertible Promissory Note Purchase Agreement (the “Original Agreement”) with one of its major shareholders (“Purchaser”). Under the Agreement, the Company sold a Convertible Promissory Note to the lender of $6,869,818 with interest of 6% (the “Original Note”). The Original Note was to mature on the date that is 24 months from the original issue date, and any outstanding principal and interest on the Original Note could be converted at any time prior to maturity at the lender’s option at a conversion price of $1.50 per share of the Company’s common stock. There was no beneficial conversion feature for the Original Note due to the conversion price being higher than the stock price at the time of the issuance of the Original Note. On March 20, 2017, the Company entered into an Amended and Restated Promissory Note Purchase Agreement with the major shareholder and Trading (the “Amended Agreement”). The Amended Agreement amends and restates the Original Agreement. Under the terms of the Amended Agreement, the Original Note issued under the Original Agreement was cancelled and Trading issued a Promissory Note to the Purchaser of $6,869,818, with a term of 12 months, renewable for up to an additional 12 months at the Purchaser’s option, with interest of 3% (the “New Note”). The Purchaser does not have conversion option under the New Note. The principal amount of the New Note and any unpaid interest accrued thereon may become due and payable immediately upon the occurrence of certain events of default, including but not limited to Trading’s insolvency or the institution of bankruptcy proceedings against Trading. As of December 31 and September 30, 2017, the Company had an outstanding balance of $6,869,818 on the New Note. During the three months ended December 31, 2017, the Company incurred interest expense of $52,668, and had interest payable of $0 as of December 31 and September 30, 2017. |
Note 9 - Stockholders' Equity |
3 Months Ended |
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Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 – Shareholders’ Equity Shares Authorized Upon formation, the number of shares of all classes of stock which the Company was authorized to issue was 75,000,000 shares of common stock, par value $0.001 per share. On May 26, 2017, the Company filed a Certificate of Change with the State of Nevada to (i) increase its authorized shares of common stock from 75,000,000 to 375,000,000 and (ii) effect a corresponding 5-for-1 forward stock split of the issued and outstanding shares of the Company's common stock (the "Stock Split"). The CFS were retroactively restated to reflect the Stock Split for the periods presented. Common Stock During the fiscal year ended September 30, 2016, the Company sold 3,530,000 common shares (prior to 5-for-1 stock split) at $0.01 per share for aggregate proceeds of $35,300. |
Note 10 - Income Tax |
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Income Tax Disclosure [Text Block] | Note 10 – Income Tax Deferred Tax Assets At December 31 and September 30, 2017, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $1,652,504 and $1,419,393, respectively, which may be offset against future taxable income through 2034. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying CFS because the Company believes the realization of the Company’s net deferred tax assets of approximately $367,763 as of December 31, 2017, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance. Components of deferred tax assets are as follows:
Income Tax Provision in the Statements of Operations A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the three months ended December 31, 2017 and 2016 is as follows:
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Note 11 - Commitments |
3 Months Ended |
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Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Commitments Disclosure [Text Block] | Note 11 – Commitments Effective January 1, 2017, Processing, as a sublessee, entered into a sublease agreement for office space with a sublessor for a term of two years. The monthly rent is $1,897. The Company recorded rental expense of $5,690 and $0 for the three months ended December 31, 2017 and 2016, respectively. The future annual minimum lease payments as of December 31, 2017 was: $22,764 for the year ending December 31, 2018. On April 1, 2017, the Company entered a strategist consulting agreement with a consulting company for a service term of one year. The compensation to the consulting company will be $50,000 per year, payable in equal installments at the end of each month. Employment Agreements The Company currently has an employment agreement with Michael Viotto, the Company's CFO. Pursuant to the terms of his employment agreement, dated August 16, 2017, Mr. Viotto receives annual compensation of $50,000, and the agreement has a term of one year. Mr. Viotto's employment agreement includes typical clauses relating to noncompetition, nonsolicitation and indemnification of Mr. Viotto in connection with his service as the Company's CFO. |
Note 12 - Subsequent Events |
3 Months Ended |
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Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 – Subsequent Events The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent events to disclose in its CFS other than the events discussed above. |
Accounting Policies, by Policy (Policies) |
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Accounting Policies [Abstract] | |||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company’s CFS were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The CFS include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances were eliminated in consolidation. |
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Development Stage Company, Policy [Policy Text Block] | Development Stage Company Enterprises is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification (“ASC”). Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing its business. All losses accumulated since its inception on December 24, 2013 were considered part of the Company’s development stage activities. In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, those amendments were effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Fuse Enterprises adopted ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to the development stage. |
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Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value (“FV”) of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the FV of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring FV in U.S. GAAP, and expands disclosures about FV measurements. Paragraph 820-10-35-37 establishes a FV hierarchy which prioritizes the inputs to valuation techniques used to measure FV into three broad levels. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of FV hierarchy defined by Paragraph 820-10-35-37 are described below:
Financial assets are considered Level 3 when their FVs are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the FV measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their FV because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. |
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Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company had no accounts receivable or bad debt allowances at December 31, 2017 or September 30, 2017 |
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Property, Plant and Equipment, Policy [Policy Text Block] | Plant, Property and Equipment Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows:
Depreciation of plant, property and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold. |
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Related Parties, Policy [Policy Text Block] | Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
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Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
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Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. |
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Income Tax, Policy [Policy Text Block] | Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
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Income Tax Uncertainties, Policy [Policy Text Block] | Uncertain Tax Positions The Company follows paragraph 740-10-25 of the FASB ASC. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2017 or September 30, 2017. The tax years 2014-2016 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject. |
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Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). |
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Cash Flow, Policy [Policy Text Block] | Cash Flows Reporting The Company follows paragraph 230-10-45-24 of the FASB ASC for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB ASC to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB ASC. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its CFS. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its CFS. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS. |
Note 2 - Summary of Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||
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Dec. 31, 2017 | |||||||||||||
Estimated Useful Lives [Member] | |||||||||||||
Note 2 - Summary of Significant Accounting Policies (Tables) [Line Items] | |||||||||||||
Property, Plant and Equipment [Table Text Block] |
Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows:
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Note 4 - Property and Equipment (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4 - Property and Equipment (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] |
Property and equipment at December 31, 2017, and September 30, 2017 consisted of the following:
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Note 10 - Income Tax (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
Components of deferred tax assets are as follows:
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Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] |
A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the three months ended December 31, 2017 and 2016 is as follows:
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Note 1 - Organization and Operations (Details) - USD ($) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Nov. 28, 2016 |
Sep. 30, 2016 |
Dec. 31, 2017 |
Sep. 30, 2017 |
May 26, 2017 |
Mar. 31, 2017 |
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Note 1 - Organization and Operations (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 5,500,000 | 3,530,000 | ||||
Equity Method Investment, Ownership Percentage | 60.91% | |||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 55,000 | $ 35,300 | ||||
Common Stock, Shares Authorized | 375,000,000 | 375,000,000 | 375,000,000 | 75,000,000 | ||
Fuse Trading Limited ("Trading") [Member] | ||||||
Note 1 - Organization and Operations (Details) [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Share Price (in Dollars per share) | $ 0.13 |
Note 2 - Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment |
3 Months Ended |
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Dec. 31, 2017 | |
Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 20 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 10 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 10 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | 5 years |
Note 3 - Going Concern (Details) - USD ($) |
3 Months Ended | ||
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Dec. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2017 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Retained Earnings (Accumulated Deficit) | $ (1,854,206) | $ (1,614,817) | |
Working Capital (Deficit) | 1,774,031 | ||
Net Income (Loss) Attributable to Parent | $ (239,389) | $ (37,551) |
Note 4 - Property and Equipment (Details) - USD ($) |
3 Months Ended | |
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Dec. 31, 2017 |
Dec. 31, 2016 |
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Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 548 | $ 189 |
Note 4 - Property and Equipment (Details) - Property, Plant and Equipment - USD ($) |
3 Months Ended | |
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Dec. 31, 2017 |
Sep. 30, 2017 |
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Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 12,407 | $ 12,955 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Property, Plant, and Equipment, Gross | $ 1,852 | 1,825 |
Less accumulated depreciation | (371) | (278) |
Property and equipment, net | $ 1,481 | 1,574 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Property, Plant, and Equipment, Gross | $ 12,746 | 12,746 |
Less accumulated depreciation | (1,820) | (1,365) |
Property and equipment, net | $ 10,926 | $ 11,381 |
Note 5- Deposit and prepaid expenses (Details) - USD ($) |
Jan. 04, 2017 |
Dec. 31, 2017 |
Sep. 30, 2017 |
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Note 5- Deposit and prepaid expenses (Details) [Line Items] | |||
Deposit Assets | $ 1,000,000 | $ 1,000,000 | |
Prepaid Expense, Current | $ 1,325,000 | ||
Consulting and Strategist Agreement [Member] | |||
Note 5- Deposit and prepaid expenses (Details) [Line Items] | |||
Consulting Agreement, Refund | $ 1,000,000 |
Note 6 - Notes receivable and interest receivable (Details) - USD ($) |
Dec. 31, 2017 |
Sep. 30, 2017 |
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Receivables [Abstract] | ||
Notes, Loans and Financing Receivable, Net, Current | $ 0 | $ 3,925,000 |
Note Receivable, Face Amount | $ 41,410 |
Note 8 - Other payables (Details) - USD ($) |
Dec. 31, 2017 |
Sep. 30, 2017 |
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Disclosure Text Block Supplement [Abstract] | ||
Other Liabilities, Current | $ 6,750 | $ 9,465 |
Note 8 - Note payable (related party) (Details) - USD ($) |
3 Months Ended | |||||
---|---|---|---|---|---|---|
Mar. 20, 2017 |
Dec. 19, 2016 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Note 8 - Note payable (related party) (Details) [Line Items] | ||||||
Convertible Notes Payable, Current | $ 6,869,818 | $ 6,869,818 | ||||
Convertible Debt [Member] | ||||||
Note 8 - Note payable (related party) (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 6,869,818 | $ 6,869,818 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 6.00% | ||||
Debt Instrument, Term | 12 months | 24 months | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1.50 | |||||
Debt Instrument, Maturity Date, Description | renewable for up to an additional 12 months at the Purchaser’s option | |||||
Convertible Notes Payable, Current | $ 6,869,818 | |||||
Interest Expense, Debt | $ 52,668 | |||||
Interest Payable, Current | $ 0 | |||||
Debt Instrument, Unamortized Discount | $ 0 |
Note 9 - Stockholders' Equity (Details) - USD ($) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
May 26, 2017 |
Nov. 28, 2016 |
Sep. 30, 2016 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Mar. 31, 2017 |
|
Stockholders' Equity Note [Abstract] | ||||||
Common Stock, Shares Authorized | 375,000,000 | 375,000,000 | 375,000,000 | 75,000,000 | ||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Stockholders' Equity Note, Stock Split | 5-for-1 | |||||
Stock Issued During Period, Shares, New Issues | 5,500,000 | 3,530,000 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.01 | |||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 55,000 | $ 35,300 |
Note 10 - Income Tax (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Sep. 30, 2017 |
|
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 1,652,504 | $ 1,419,393 |
Operating Loss Carryforwards, Expiration Year | 2034 | |
Deferred Tax Assets, Net | $ 367,763 |
Note 10 - Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) |
Dec. 31, 2017 |
Sep. 30, 2017 |
---|---|---|
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Expected income tax benefit from NOL carry-forwards | $ 367,763 | $ 315,280 |
Less valuation allowance | (367,763) | (315,280) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Note 10 - Income Tax (Details) - Schedule of Effective Income Tax Rate Reconciliation |
3 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Federal statutory income tax expense (benefit) rate | (34.00%) | (34.00%) |
Federal income tax rate difference | 19.00% | 19.00% |
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax | (7.51%) | (7.51%) |
Change in valuation allowance on net operating loss carry-forwards | 22.51% | 22.51% |
Effective income tax rate | 0.00% | 0.00% |
Note 11 - Commitments (Details) - USD ($) |
3 Months Ended | ||||
---|---|---|---|---|---|
Aug. 16, 2017 |
Apr. 01, 2017 |
Jan. 01, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Disclosure Text Block Supplement [Abstract] | |||||
Lessor, Operating Lease, Term of Contract | 2 years | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,897 | ||||
Operating Leases, Rent Expense | $ 5,690 | $ 0 | |||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 22,764 | ||||
Contract, Term | 1 year | 1 year | |||
Contract, Annual Fee | $ 50,000 | ||||
Employment Agreement, Annual Compensation | $ 50,000 |
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