UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/AFORM 10-K

 

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 20182020

 

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[   ] 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: 333-219700

 

Treasure & Shipwreck Recovery, Inc.

Formerly Beliss Corp.

Beliss Corp.

(Exact name of registrant as specified in its charter)

Nevada

7310

37-1844836

Nevada

(State or Other Jurisdiction of
Incorporation or Organization)

7310

(Primary Standard Industrial Classification Code
Number)

37-1844836

(IRS Employer Identification No.)

Craig Huffman

Chief Executive Officer

13046 Racetrack Road, #234,

Tampa, FL 33626

(813) 504-7831

(Address and telephone number of registrant’s principal offices)

 

None

Ajay Rajendran

Chief Executive Officer

10a ptc colony, 5 street,

Sembakkam, city Chennai,

state Tamilnadu, India 600073

16208783025

(Address and telephone number of registrant’s principal offices)

None

Securities registered under Section 12(b) of the Exchange Act

None

Securities registered under Section 12(g) of the Exchange Act

 

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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 x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrantsregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x

 

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”,filer,” “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filero

o

Accelerated filero

o

Non-accelerated filero

o

Smaller reporting companyþ
(Do not check if a smaller reporting company)Emerging growth companyo

Smaller reporting company x

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

State the number of shares outstanding of eachThe aggregate market value of the issuer's classesvoting common equity held by non-affiliates of common equity,the registrant was approximately $21,180,509 as of the latest practicable date:   5,035,000last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common shares issuedstock held by each officer and director, and by each person who owns 10% or more of the outstanding ascommon stock, have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of August 10, 2018.4, 2020 the Registrant had 7,396,502 outstanding shares of its common stock, $0.001 par value.

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EXPLANATORY NOTE

On August 13, 2018, Beliss Corp. (sometimes referred to as the "Company") filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2018 (the "Original Form 10-K") with the Securities and Exchange Commission (the "SEC").This Amendment #1 to our Annual Report 10-K includes revisions to the page 28 on signatures. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K on August 13, 2018 and no other changes, revisions, or updates were made to the original filing.

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TABLE OF CONTENTS

 

Page

PART I

Page

PART I

Item 1.

Description of Business.

4

3

Item 1A.

Risk Factors.

6

5

Item 1B.

Unresolved Staff Comments.

6

5

Item 2

Properties.

Description of Property.

6

5

Item 3.

Legal proceedings.

6

5

Item 4.

Mine Safety Disclosures.

6

5

PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.

7

6

Item 6.

Selected Financial Data.

7

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

8

7

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

12

8

Item 8.

Financial Statements and Supplementary Data.

12

8

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

23

9

Item 9A (T).

9A.

Controls and Procedures

Procedures.

23

9

Item 9B.

Other Information.

25

10

PART III

Item 10

Directors, Executive Officers, Promoters and Control Persons of the Company.

25

10

Item 11.

Executive Compensation.

26

12

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

26

14

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

27

14

Item 14.

Principal AccountingAccountant Fees and Services.

27

15

PART IV

Item 15.

Exhibits

28

16

Signatures

17

2

 

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PART I

Forward-looking statements

Statements made in this Form 10-K 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 report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Item 1. Description of Business

 

Forward-looking statementsOverview

 

Statements madeTreasure Shipwreck & Recovery, Inc. (“TSR”, “us,” “we,”, the “Company”) is focused, through its wholly owned subsidiary TSR Holdings, Inc., on the exploration and recovery of historic shipwrecks. The Company has acquired various assets including a research vessel and specialized sensing equipment to be utilized to attempt to locate and eventually recover artifacts and treasure from historic shipwrecks, generally from the colonial era. The Company, through its wholly owned subsidiary TSR Media Group, Inc., has also entered into an agreement with a third party to develop a gaming app based on treasure search and salvage. Additionally, TSR Media Group, Inc. acquired the domain www.flavorfullapps.com and approximately sixty unique apps on Amazon.com, Blackberry World and Google Play. As well, the Company has acquired the intellectual property rights in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuanta purchase agreement for the naming, trademark and use rights of Galleon Quest, from a third party to the safe harbor provisionsbe used on Games and Apps, and merchandising 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 report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Description of the Businessproducts.

 

We wereCorporate History

TSR was incorporated in the State of Nevada on October 24th, 2016. Our general business plan isThe Company was originally incorporated as Beliss Corp. On June 26, 2019, the Company changed its name to be actively engagedTreasure & Shipwreck Recovery, Inc. The Company was originally in providing high impact internet marketing to internet based businesses and small businesses seeking to create websites and provide betterthe search engine optimization (“SEO”) software, Internet marketing and techniques to small internet based businesses and people seeking to create websites. Weweb development business. Although TSR does not believe that thereit will generate any significant new business for its Internet marketing and website development services, the Company is prepared to fulfill any obligations related to customer deposits that were received in prior years.

In January 2019, the Company entered into a series of transactions to gain control of a West Virginia based gaming company, Southern Amusement Co. Inc. (“Southern Amusement”). After further review and due diligence, TSR decided that it would not be in the best interests of the Company or its shareholders to acquire Southern Amusement and the Company began to unwind the transaction.

While in the process of unwinding the Southern Amusement transaction, the Company began to review various business opportunities. After significant research and analysis, TSR decided to focus its business efforts on the historic shipwreck treasure recovery business. TSR formed TSR Holdings, Inc., a wholly owned subsidiary, on August 22, 2019 as a vehicle to conduct its historic shipwreck and recovery operations. During the year ended April 30, 2020, TSR focused its efforts on researching and obtaining information on various prospective historic shipwreck sites and acquiring assets including a research vessel and magnetometer to be utilized in its shipwreck operations, along with location data and scans for shipwreck sites.

On April 1, 2020, TSR formed TSR Media Group, Inc. which is a nichewholly owned subsidiary, in this areaorder to develop various digital media properties. TSR Media Group, Inc. entered into an agreement in February of 2020 with a third party app developer to develop a gaming app based on treasure search and salvage. The treasure search and salvage app is currently being reviewed and tested by various parties. TSR Media Group, Inc. also entered into an agreement which was effective February 12, 2020, later amended on April 26, 2020, to purchase a domain called www.flavorfullapps.com and approximately 60 food related apps that are currently listed on Amazon.com, Blackberry World and Google Play. TSR Media, Inc. has hired a marketing consultant to network and grow the Company’s social media following and advertisements for its app library and to oversee and manage www.flavorfullapps.com.

Exploration and Salvage of Historic Shipwrecks

The United Nations Educational, Scientific and Cultural Organization (“UNESCO”) has estimated that there are as smaller companies are not coveted by the big internet advertising firms and they cannot afford to pay the higher fees demanded by large SEO web design companies. We will also design and develop mobile applications for ourselves and customersmany as three million shipwrecks on the iOS, Android and Windows phones platforms.

Our ability to obtain the necessary financing to complete the developmentfloors of the applicationworlds’ oceans. Although it is a fact that many of these shipwrecks were not carrying any items of significant value, historic research documentation shows that it is likely that a percentage of these shipwrecks contained valuable artifacts and treasure, such as gold and silver coins, other precious metals and gems, such as emeralds.

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The treasure search and recovery business is highly specialized and requires special research and recovery abilities. The industry and opportunity may have significant potential. For three hundred years, Spain and other European colonial powers pillaged the new world of treasure, shipping riches in thousands of ships over time back to become profitable is dependent on raising moneyEurope for the enjoyment and funding of those who never earned it. Along the way, an estimated one out of ten never made it home. Estimates of lost treasure from these ships in the future.Caribbean and the coast of Florida alone is conservatively placed at $60 billion.

On October 24, 2016, we appointed Ajay Rajendran

Locating, exploring and salvaging historic shipwrecks involves a very lengthy and expensive process. It may take several years to successfully locate and salvage treasure or other valuable artifacts from viable shipwrecks. Moreover, the costs to operate in the historic shipwreck salvage industry can be excessive. These costs and expenses may exceed the President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the Company.

We received our initial funding of $3,000 through the sale of common stock to our President, Ajay Rajendran, who purchased 3,000,000 shares of our common stock at $0.001 per share on April 10, 2017.

We have never declared bankruptcy, have never been in receivership, and we have never been involved in any legal action or proceedings. Neither we, nor our officer, director, promoters or affiliates, have had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the ownerseconomic value of any businesstreasure that is successfully located.

Even if TSR is able to successfully locate historic shipwrecks, there are additional challenges to successfully recovering treasure. There are also various laws and regulations, both internationally and domestically, that must be complied with. These laws and regulations could further hamper or company regardingdelay the possibilityCompany in successfully locating and recovering treasure. There have been legal cases where shipwrecks were located and valuable treasure was successfully salvaged by one group only to have government or other private entities assert rights to the treasure. Such a situation could cause extensive delays in monetizing the treasure due to legal proceedings. There may also be environmental related laws and regulations for the areas where we conduct shipwreck salvage operations.

Furthermore, working in an underwater environment can be hazardous. Difficult weather conditions can significantly delay operations. The condition of another acquisition or merger.wrecks and other natural hazards can impede salvage efforts for long periods of time, potentially many years in some cases. The maintenance and repair issues with salvage vessels and equipment can be continuous and very expensive which may lead to excessive down time.

Since we were incorporated we have had our own website at www.belisscorp.com, have created contracts for clients, have negotiated with 5 individuals regarding

Even if the provision of services to them. Also we have discussed the terms of executing of our work. The Company is able to provide separate serviceslocate viable shipwrecks that theoretically may contain valuable treasure, there is the possibility that they may have already been stripped of creationanything of value. They may also not have been carrying anything valuable on board at the time that they were lost at sea. It is the Company’s intent to find shipwrecks where available research suggests there were not any previous recovery efforts or past recovery efforts failed or were not completed. In the event that valuable artifacts are located and designing webpages.  Ifrecovered, it is possible that the cost of recovery will exceed the value of the artifacts recovered. It is also possible that other entities, including both private parties and governmental entities, will assert conflicting claims and challenge the Company’s rights to the recovered artifacts.

Salvage of historic shipwrecks is both very speculative and risky. Only those investors who do not require liquidity and who can afford the loss of their entire investment should consider an investment into TSR’s securities. Investors should also seek advice from a customer wants to have a uniqueprofessional financial adviser before purchasing the securities of TSR.

Treasure Search and unrepeatable design of its webpage after development we can provide such service as well.

We currently have no employees. We plan to hire experienced employees in the future when we have sufficient revenues. Our sole director’s current training allows him to provide the services we list in this report.Salvage Gaming App

 

The Company hired an app developer to create a gaming app based on treasure search and salvage. TSR believes that there potentially will be significant consumer interest in a downloadable gaming app based on the search for treasure from historic shipwrecks. TSR is currently working with its developer and third parties to further review, enhance and refine the app.

 

Business Plan

We will be actively engaged in providing high impact internet marketing to internet based businessesCooking and small businesses seeking to create websites. Our services will also attempt to elevate the place of customers’ websites in search engine rankings for selected keywords which describe the product or service offered by the customer. The process of elevating a website’s rankings is known as search engine optimization, or SEO, and it involves the use of keywords and algorithms for relevant content.

The Company will also help customers manage their monthly advertising expenditures through pay-per-click, or PPC advertising which allows business owners to immediately appear on the first page of a web search. By using pay-per-click, a company can automatically increase the presence of its website; we feel that this avenue of growth to a new business can be very important, as the business will be able to generate highly predictable advertising fees on a month to month basis for these services. We will also, provide customers with the web application development services for many different computing needs. The primary focus of these services is the development of websites using different types of templates such as: HTML, Word Press, MotoCMS HTML and OpenCart.

When we design and create a website and marketing campaign for a customer we believe we are building an online identity for that customer and thereby allowing the formation of a potential consumer audience wishing to purchase that customers product or service. We will discuss and work with the customer to establish a brand identity that clearly communicates our customers’ core values as well as making it instantly recognizable.

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Once we have established our web design, advertising and SEO portion of our business we will also design and develop mobile applications for ourselves and customers on the iOS, Android and Windows phones platforms.Recipe Website

 

Products & ServicesTSR Media Group, Inc. owns a domain called www.flavorfullapps.com and approximately sixty cooking and recipe related apps that are currently listed on Amazon.com, Blackberry World and Google Play. A marketing consultant is currently working on creating a social media following for www.flavorfullapps.com while developing additional distribution opportunities for the food and recipe apps.

 

Website Development

We plan the primary revenue creator for our business to be the development of website applications including customized websites for small to medium sized businesses. Within this aspect of the business, the Company will charge from $500 for each project undertaken by the Company. Customers that use our services will be seeking to develop an expansive ecommerce, or application intensive website. Through our areas of expertise, we will be able to provide small, and medium sized businesses with enterprise level applications customizable for any purpose.Revenue Sources

 

Internet Marketing

Our secondaryTSR believes that it has numerous potential revenue stream for the Company will be our marketing and advertising services. We will help customers manage their monthly advertising expenditures through pay-per-click advertising which allows business owners to immediately appear on the first page of a web search and control the advertising costs by setting a maximum budget per month. By using pay per-click, a company can automatically increase the presence of its website, by attracting internet viewers who are interested in the product or service that the customer provides. Pay-per-click advertising to a new business can be very important, as the business will be able to generate highly predictable advertising fees on a month to month basis for these services and attract potential customers.

We will also assist companies with email and traditional advertising campaigns. We will help build emails that the customer can send to its client lists to update them on upcoming events and sales, and in that way can make sure that the customer can keep in touch with its’ clients.

Search Engine Optimization (SEO)

We also intend on providing search engine optimization services. This service works by examining the keywords of any given website, and then applying these keywords to search engines that the Company enrolls its customers in. This service provides users with the ability to appear on the direct search engine results for their selected keywords. The search engine optimization service is almost invisible. In the process of writing the website (back end) thematic tags are included, which in turn make searching process  for webpages or websites of the customers easier. Our sole officers Ajay Rajendran is currently providing the company’s services and discloses his current level of relevant training.

Search engines such as Google, Yahoo, MSN, Ask.com, and many others use complicated algorithms to rank specific websites based on their relevance to the keyword. By adding keyword rich content to a website, the Company will be able to proactively increase the clients’ website’s visibility by integrating their keywords into these search directories. The technical aspect behind SEO service is highly complex, and management will provide a potential client with a technical specification document outlining the structure of how these services are rendered.

Branding and visual representation

We will also build an identity for our customers. When designing a company’s website and online brand we understand and take care in the knowledge that we are forming a potential audience who will want to purchase a product or service from our customer. We will research and discuss with our customer what they want to portray to their customers and then establish a brand identity that clearly communicates those customer core values as well as making our customers business instantly recognizable.

Mobile Apps

Design and develop mobile smartphone applications for ourselves and for clients on the iOS, Android and Windows phones platforms.

Sales and Marketing

We believe that the most effective and efficient marketing channel for us, is through the internet, smartphone ads and by word of mouth. Online or internet marketing is comparatively more cost-effective than traditional local and print media marketing campaigns. Although, the Company will emphasize its advertising on internet marketing channels, we will not ignore other effective marketing tools also, such as word of mouth marketing, smartphone ads and possibly billboards, radio or television spots. 

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Beliss Corp. intends to maintain an extensive marketing campaign that will ensure maximum visibility for the business in its targeted market.

Marketing Objectives

The company will use a variety of online marketing tools and channels including:

Our website is the first step of implementing our business. Our website will be enhanced continuously as our business needs dictate. 

Social media has currently proven itself the most cost-effective and efficient medium to communicate with potential customers and to get the Company name and services noticed by potential customers. Due to the popularity of social media we will also use all sources of social media marketing that are available to us. This will also allow us to show our potential clients our ability to design and create, through the use of our social media account designs and website links.

We also plan on targeting local businesses by implementing a local campaign in the Company’s directed market, the Chennai area, via the use of web advertising, flyers, local newspaper advertisements, word of mouth, clients’ recommendations and referrals. We will begin our focus for new clients in the Chennai area because there are many small businesses that are based there. We believe that with the large amount of tourism, the growing use by tourists of internet searches from computers and smartphones to search for taxis, limousines, restaurants, and souvenir shops that we will be able to assist those companies in being found by those searches, by creating their websites, and assisting them with their SEO; thereby, increasing their clientele.

Lastly we plan on establishing relationships with small businesses and through professional networking using the internet and various community meetings and trade shows. In the future, our marketing teams will create a virtual network with our potential customers. Networking will be very helpful in bringing us references of potential clients and spreading information about our web design, advertising and SEO abilities by word of mouth.

Our ability to generate advertising and referral revenue will be due in large part to our ability to get traffic to our website and social media.

Marketing Plans

Mr. Rajendran intends on using a number of marketing plans that will allow Beliss Corp.to easily target people and business owners within our directed market. These ideas include social media, SEO, pay-per-click advertisements, traditional print advertisements and ads placed on search engines on the internet.

We will also use internet based advertising. This is very important because, as a web design and SEO company, we need to prove to potential customers that we are good at what we do, and one of the best ways to prove that is to have a great website that is easy to find through search engines. To further that online presence our founder, Mr. Rajendran will register the Company with online portals so that potential customers can easily reach the business. The Company will further develop its own online website: belisscorp.com

The Company will maintain print and traditional advertising methods within local markets to promote the internet and web development services that the Company is selling. The amount of that advertisingroutes. Assuming that the Company is able to establish willsuccessfully locate and recover treasure from a historic shipwreck, one revenue opportunity is to keep many artifacts and treasure as assets, to be basedshown in a planned TSR museum or public display. Second is sale of treasure and artifacts through certain auction houses and arranged product sales for coins, etc. Third is private collector sales. Fourth is road show and museum show fees. Finally, holding rights to television and future gaming revenues from its treasure search and salvage gaming app. for use on phones and other devices. The Company does not anticipate generating any revenues for the levelforeseeable future from the treasure recovery business or associated businesses. However, there are sales from the Flavorfulapp.com sales that are expected to be received in the second quarter of revenue  we generate2020, from sales of the apps on Amazon and funding we may obtain.other locations that have existed before the acquisition.

 

Industry

Widespread adoption of the internet as a source for attracting prospective customers, customer relations and overall distribution of corporate message has increased the need for an online presence for businesses, from large corporations to small enterprises. Prior to the widespread adoption of the internet, content was primarily distributed through traditional media, such as newspapers, magazines and television. Increased access to the internet as a result of extensive broadband penetration and the rapid proliferation of connected mobile devices and wearable technology devices is driving significant growth in demand for online content.

As a result, there has been an exponential increase in the number of websites and mobile applications created and the amount of content available digitally. Concurrently, search technology has continued to improve the organization of and access to the broad range of websites and online information, reshaping consumer behavior and expectations for discovering credible and relevant information online.Competition

 

Industry Analysis

The technical consulting and web design industry has been increasing over the last five years. Rapid increases and developments in computer technology have caused the average userThere are various entities who are working to rely on computer professionals to handle their web development, internet marketing, and search engine optimization needs.

As time progresses, management expect that the number of businesses operating within the web design and search engine optimization market will continue to grow as these services are heavily in demand. This segment of the computer consulting industry is relatively new as many companies have realized that in order to thrive online, an expansive marketing and advertising campaign is needed to continually draw traffic to their website. The popularity of these services has skyrocketed over the last few years as many search engines now allow for special placement among online directories. Furthermore, the use of pay per-click advertising has allowed many smaller internet businesses to thrive on the web. We will seek to capitalize on these trends by assisting companies in the design of their website, the implementation of SEO programs and by managing PPC marketing campaigns. These services will provide the Company with an ongoing stream of revenue on a month-to-month basis.

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Search Engine Optimization (SEO) Trends

The internet has fundamentally changed the consumption of media. In contrast to consumers' relatively passive consumption of traditional media, the proliferation of the internet and social media has enabled consumers to seek out and interact with content across an increasing number of competing websites. As a result, consumers are changing the way they discover content online, increasingly typing queries into web search engines to discover and access content from the millions of websites on the internet. Further, advancements in web search technology and the popularity of social media have enhanced the ability to find specific content associated with personal needs and interests, leading to migration of the consumer base away from content consumed on traditional portals.

There is constant change in the world of search engine optimization. Google, the dominant player in the search engine sphere, regularly puts out new updates to the search algorithm that makes its service so popular. Some of the most recent changes were the October 2014 updates to the Panda and Penguin content policing systems that made it clear once again that SEO marketing companies need to focus on search engine optimization that provide value to web surfers.

Search Engine Landreports on yet another change coming down from Google: mobile will now play a bigger role when calculating a website’s search engine ranking. More specifically, if a company website earns a “mobile-friendly” label from Google, it will gain serious points when it comes time for Google’s search engine robots to catalog and rank content. Google’s announcement that mobile optimized sites are being looked at favorably shouldn’t come as a surprise to any search marketing company. Digital commerce is quickly moving to mobile platforms.

Pricing

Every order or request is unique and individual to that customer and therefore it is not possible to define or constrain our pricing. However, as we plan on targeting small to medium size business we need to stay competitive and we will try and offer services from a very basic level of services starting at around $500 up to a much more detailed and all-encompassing level which will cost more. The final decision on what we will charge our customer will be made after a detailed consultation with the customer on their thoughts and desires and our research into the customer’s business. Basically cost will be determined by how complicated the assignment is and the time required for its execution.

Customer Demographics

Any online business that is seeking to expand  its online presence is a potential client of ours. As such, the demographic categories for these businesses is excessively large as there are hundreds of thousands of internet entrepreneurs that are seeking to acquire the same clientele as us.

We are looking for any size of companies with any income, who want to improve their online presence and increase sales. We will represent client companies located around the world and in every type of business, as we pride ourselves on being able to take on any task appropriate to our resources at the time. We understand that our customers’ business ideas and their perspective for the future of their companies is important, and we will base our designs and creative ideas for our customer based on those principles.

Patents, Trademarks and Licenses

We currently do not have any patents or trademarks; and we are not party to any license, franchise, concession, or royalty agreements or any labor contracts.

Competition

The online content and media market we participate in is new, rapidly evolving and intensely competitive. Competition is expected to intensify in the future as more companies enter the space. We compete for business on a number of factors including return on marketing investment, price and access to targeted audiences and quality. Competition in the online advertising and marketing industry is also highly fragmented. Our competition is any company that provides one or more of our company’s core service offerings.

Our competition includes Advertising Firms, Public Relations Companies, Web Design Companies, Graphic Design Companies, and Search Engine Optimization Firms. Our competitors range in size from small, local independent firms and individuals to very large conglomerates. Such fragmentation can mean that a small business owner can employ more than one advertising and marketing agency to get a needed mix of web design and online marketing services for their desired budget. The online media marketing industry is always evolving with thousands of new competitors entering the market every year. It is becoming very difficult for companies to distinguish themselves in the market and gain new customers.          

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In addition to competitors, many businesses are deciding to design their own websites and execute online advertising campaigns themselves, reducing the number of potential customers.salvage historic shipwrecks. There are a large numberfew small publicly traded companies and numerous private mostly “mom and pop” companies, as well as individuals, who could be considered competitors to locate and salvage treasure from historic shipwrecks. A few of companies that provide website templates that a business can purchase and alter easily, without the needthese entities may have access to hire a web development company. While basic coding knowledge is needed to effectively customize a template and incorporate social management and monitoring solutions to fit an individual business’s needs, many new businesses are choosing to use an existing template versus paying for a new website design.

Ourfinancing or greater resources than TSR. The Company is also subject to other competitive risks of early stageevaluating partnerships and commercial businesses generally, and of technology businesses in particular, including competing in an environment where other companies mayjoint ventures that it believes would be better financedbeneficial for financial or have more experience than the Company.

Government Regulation

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic marketing may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in web usage and reduce the demand for our products.

We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The clear majority of such laws were adopted prior to the advent of the internet. As a result, they do not contemplate or address the unique issues of the internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

Consumer Protection Regulation

Advertising and promotional activities presented to visitors on our website or our clients’ websites will be subject to federal and state consumer protection laws that regulate unfair and deceptive practices. We will also be subject to various other federal and state consumer protection laws.

The FTC and many state attorneys general are applying federal and state consumer protection laws to advertising activities and to require that the online collection, use and dissemination of data, including personal information, and the presentation of website content, comply with certain standards for notice, choice, security and access. Courts may also adopt these developing standards. In many cases, the specific limitations imposed by these standards are subject to interpretation by courts and other governmental authorities. We believe that we will be in compliance with the consumer protection standards that apply to our website, but a determination by a state or federal agency or court that any of our potential practices do not meet these standards could result in liability and adversely affect our business. New interpretations of these standards could also require us to incur additional costs and restrict our business operations. In addition, claims that we are violating any such standards could, even if we are not found liable, be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

In October 2009, the FTC adopted revised Guides Concerning the Use of Endorsements and Testimonials in Advertising. These Guides, which were last updated in 1980, became effective December 1, 2009. In addition to revising certain provisions regarding disclosures relating to endorsements and testimonials, the FTC clarified the Guides’ applicability to online and social media forums. In 2013, the FTC also revised guidance applicable to online advertising known as the Dot Com Disclosures, which was originally released in 2000. The revised Guides, the revised Dot Com Disclosures and a 2013 FTC workshop on “native advertising” (i.e., blending advertising contentstrategic reasons with other content) may be an indication that the FTC may apply increased scrutiny to the use of endorsements, testimonials, and other advertising content online and through traditional media. To the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Guides and we will otherwise endeavor to follow legal standards applicable to advertising.industry participants.

4

 

Data Protection Regulations

With the recent increase in publicity regarding data breaches resulting in improper dissemination of consumer information, many states have passed laws regulating the actions that a business must take if it experiences a data breach, such as prompt disclosure to affected customers. Generally, these laws are limited to electronic data and make some exemptions for smaller breaches. Congress has also been considering similar federal legislation relating to data breaches. The FTC has also prosecuted some data breach cases as unfair and/or deceptive acts or practices under the Federal Trade Commission Act. In addition to data breach notification laws, some states have enacted statutes and rules requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal information. These laws may apply directly to our business or indirectly by contract when we provide services to other companies. We intend to continue to comprehensively protect all consumer data and to comply with all applicable laws regarding the protection of this data.

 8 



Research and Development Activities and Costs

 

We have notDuring the years ended April 30, 2020 and 2019, we incurred any expenses$120,000 and have spent no time on specialized$0, respectively, of research and development activitiescosts related to the development of our treasure search and have nosalvage gaming app. We anticipate that we will incur additional future development costs for the gaming app. for the treasure hunting game, and the recipe and diet apps associated with the redo of Flavorfulapps.com.

COVID-19 Pandemic Threat and Continuity Plan

Due to current events involving the global COVID-19 pandemic, TSR, under the guidance of its President, is reviewing procedures to monitor current events as they relate to our business and to be prepared to respond to any potential threats or issues in order to protect the Company and its assets. We are also in the process of reviewing plans to undertake any research or developmentlocate a back office for our corporate records and information at a location to be designated so that in the future.event that access to the Company’s offices are restricted, the Company is able to continue with its business and operations.

 

Compliance with Environmental LawsThe Company’s operations may be adversely affected by the ongoing outbreak of the coronavirus disease 2019 (COVID-19) which was declared a pandemic by the World Health Organization (“WHO”) in March 2020. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the TSR’s financial position, operations and cash flows.

 

TherePossible effects may include, but are no special environmental lawsnot limited to, disruption to the Company’s operations, inability of management team members and other key personnel and consultants to provide services or provide services in a timely manner, unavailability of equipment, parts and supplies used in operations, lack of access to maintenance and repair facilities for offering marketingthe Company’s salvage vessel, and advertising servicesa decline in the value of the Company’s assets including its salvage vessel, equipment and its digital properties.

Additionally, it is possible that the Company is not able to obtain financing due to COVID-19’s effects on the internet.general economy and the capital markets. If the Company is not able to obtain financing due to COVID-19 then it is highly likely that it will be forced to cease its operations. The impact of smaller companies such as TSR having to cease operations due to effects of COVID-19 would likely result in the Company not being able to survive and would cause a complete loss of all capital invested in the Company.

 

Employees

 

Other than our sole officercurrent interim CEO, Blake M. McMahan, and director,our President and CFO, Craig Huffman, we have no full-time or part-time employees of our business or operations who are employed at will by the Beliss Corp. Mr. Rajendran currently dedicates as much time as needed to our business affairs. We plan to hire experienced employees in the future when we have sufficient revenues. Our sole director’s current training allows him to provide the services we list in this report.TSR.

 

Description of Property

 

OurTSR’s offices are currently located at 10a ptc colony, 5 street, Sembakkam, city Chennai, state Tamilnadu, India, ZIP: 600073. Our telephone number1501 Lake Ave. S.E. Largo, Florida, which is 16208783025. We dothe location of an office held by Craig A. Huffman, our former acting CEO. Mr. Huffman does not own any real property or significant assets. Once our business growscharge rent for such office use and generates sufficient revenue, we will lookthere is no lease. The mailing address for the Company is 13046 Racetrack Road, #234, Tampa, Florida 33626. The Company’s search and recovery vessel, the R/V Bellows is located at 601 Seaway Drive, Fort Pierce, FL 34949, the Company is paying $1,080 per month for a more suitable office space in a separate corporate office. Management believes that this office space will meet our needsdockage for the next 18 months.vessel.

Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments

 

Not applicable to smaller reporting companies.

 

Item 2.  Description of Property

 

We do not own any real estate or other properties.

Item 3.  Legal Proceedings

 

The Company is not involved in any pending legal proceeding nor is it aware of any pending or threatened litigation against us.

On November 9, 2019, the Company filed a declaratory action in the Sixth Judicial Circuit Court for Pinellas County, Florida for the purpose of obtaining a judicial declaratory judgment as to the Company’s status under the Securities laws as to whether the Company has ever been a “Shell” Company under the Securities Laws. Pursuant to Chapter 86 of the Florida Statutes the Court will render a decision whether the Company had ever met the definition of being a shell company under Rule 405 of the Securities Act, so that all shareholders would be able to utilize Rule 144, and otherwise be able to enjoy complete ownership and sale of such shares. Such matter is being amended to supply exhibits in a new filing.

Item 4.  Mine Safety Disclosures

 

Not applicable to smaller reporting companies.

5

 

 9 



PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters     

Market Information

 

There is no public market for our common shares.  Our common shares are notstock is presently quoted on any exchange or in any over- the counter market. We have filed a Form 211 with FINRA to allow a FINRA registered to quote our common shares. However,Pink Sheets under the symbol “BLIS”, as reflected below, though the current trading volume is small. No assurance can be no assurancesgiven that FINRA will approve our application nor that if our application is approved any market for our common stock will continue in the future or be maintained. If an “established trading market” ever develops in the future, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the Securities and Exchange Commission by members of management, consultants, promissory note holders or others may have a substantial adverse impact on any such market and the sale of restricted securities by management or others may significantly depress the market price of the Company’s shares. There is currently a limited trading market for our securities on the Pink Sheets. We cannot assure when and if an active-trading market in our shares will ever develop. Even ifbe established, or whether any such amarket will be sustained or sufficiently liquid to enable holders of shares of our common stock to liquidate their investment in our company. If an active public market should ever develop trading in stocksthe future, the sale of unregistered and restricted securities by current shareholders may potentially have a substantial negative impact on any such market. The Company’s share price is quoted on the OTC Markets is often thinPink Sheets. Accordingly, an investment in our securities should only be considered by those investors who do not require liquidity and is characterized by wide fluctuations in trading prices duecan afford to many factors thatsuffer a total loss of their investment. An investor should consider consulting with professional advisers before making such an investment. Furthermore, the price of our common stock may be unrelatedsubject to a company’s operations or business prospects.   There can be no assurances that there will be a market in the future forvery high degree of volatility, which makes owning shares of our common stock.stock highly risky. Shareholders may find it to be very difficult to deposit our shares into a brokerage account and should consult with a financial advisor before purchasing TSR’s shares.

Our stock price fluctuated between $9.00 and $0.09 for the year ended April 30, 2020 and $5.00 and $0.01 for the year ended April 30, 2019. The price of our shares may fluctuate significantly despite the absence of any apparent reason. In addition, our stock is thinly traded, leading to even greater volatility. You should expect this volatility to continue into the foreseeable future. 

The following table reflects the high and low prices of our stock for each quarter during the periods ended April 30, 2020 and 2019:

Quarter EndedHigh PriceLow Price
July 31, 2018NANA
October 31, 20180.010.01
January 31, 20190.010.01
April 30, 20195.000.01
July 31, 20199.003.65
October 31, 20195.902.26
January 31, 20204.500.92
April 30, 20201.230.09

Approximate Number of Holders of Common Stock

 

As of April 30, 2018, no shares of our common stock have traded.

Number of Holders

As of April 30, 2018,2020, the 5,035,0007,396,502 issued and outstanding shares of common stock were held by a total of 4432 shareholder of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal yearyears ended April 30, 20182020 and 2017.2019. 

 

Recent Sales and Other Issuances of Unregistered Securities

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

In April 2017, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share.

In December 2017 the Company issued 750,000 shares for cash proceeds of $15,000 at $0.02 per share.

In January 2018 the Company issued 1,135,000 shares for cash proceeds of $22,700 at $0.02 per share.

In February 2018 the Company issued 150,000 shares  for cash proceeds of $3,000 at $0.02 per share.

There were 5,035,000 shares of common stock issued and outstanding as of April 30, 2018.

Purchase or Sale of our Equity Securities by Officers and Directors

 

OnDuring the year ended April 10, 2017, the Company offered30, 2020 there has been no other sales of securities to officers and sold 3,000,000 restricted shares of common stock to our president and director, Ajay Rajendran, for a purchase price of $0.001 per share, for aggregate offering proceeds of $3,000, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.directors.

6

 

Other Stockholder Matters

 

None.In February 2019, the Company issued 5,500,000 restricted control shares to J.D. Brammer under the acquisition agreement in order for Mr. Brammer to meet the qualification of Southern Amusement being acquired into the Company where the State of West Virginia required control of the company since it was involved in the lottery business, to be held by a registered and cleared individual, which Mr. Brammer is and has been. So the additional shares were issued under certain restrictions to Mr. Brammer for purposes of control under West Virginia law. In the event the transaction could not occur or licensing issues occurred, then Mr. Brammer would surrender control of such shares to the Escrow Agent. Effective April 28, 2019, such transaction was cancelled and such shares changed control to Mr. Craig A. Huffman, the Escrow Agent and Counsel for the Company for later transaction, via agreement. The shares continued under Mr. Brammers name on book form with the transfer agent, but all rights to such shares were surrendered by Mr. Brammer. In order to purchase the control of Southern Amusement, an additional 571,429 shares of restricted common stock were issued to Vicki Ferrell who was part owner of Southern Amusement for the Company to receive her shares. At the cancellation of the transaction, those shares were also under the control of Craig A. Huffman for cancellation as required in the immediate future upon direction of the board of directors. 

 

Item 6. Selected Financial Data                                       

 

Not applicable to smaller reporting companies.

 

Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis is intended to provide a narrative of our financial results and an evaluation of our financial condition and results of operations. The discussion should be read in conjunction with our consolidated financial statements including theand notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflectthereto. A description of our plans, estimates and beliefs.  Our actual results could differ materially from thosebusiness is discussed in Item 1 of this report, which contains an overview of our business as well as the forward-looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.status of our ongoing project operations.

 

 10 



Results of Operations for the yearyears ended April 30, 20182020 and April 30, 2017:2019:

 

Revenue and cost of goods sold

 

For the yearyears ended April 30, 20182020 and April 30, 2017,2019, the Company generated total revenue of $15,200$0 and $0$14,150. The revenue generated during the year ended April 30, 2019 was from selling productswebsite development and SEO services. The Company is no longer pursuing this line of business but is prepared to the customer.provide services to legacy customers who provided up front deposits for services. The cost of goods sold for the yearyears ended April 30, 20182020 and April 30, 20172019 was $11 and $0.$0.

 

Operating expenses

 

Total operating expenses for the yearyears ended April 30, 20182020 and April 30, 20172019 were $54,645$592,237 and $814.$62,732. The increase in operating expenses forwas due to the year ended April 30, 2018 includedadvertising expenselaunch of $9,050; bank charges of $1,782; computer and internet expenses of $2,200; depreciation expense of $2,485; audit fees of $19,898;legal fees of $8,000; rent expense of $2,280;repairs and maintenance of $5,950;miscellaneous of $3,000. The operating expenses for the year ended April 30, 2017 included bank charges of $61; incorporation fees of $563; rent expense of $190.our exploration business.

 

Net Loss

 

The net loss for the yearyears ended April 30, 20182020 and April 30, 20172019 was $39,456$592,237 and $814 accordingly.$48,582 respectively.  

 

Liquidity and Capital Resources and Cash Requirements

 

At the year ended April 30, 2018,2020, the Company had cash of $7,257 ($7,397 as of April 30, 2017).$6,678. Furthermore, the Company had a working capital deficit of $17,856 (deficit of $456 as of April 30, 2017).$120,675. The increase in working capital deficit is attributed to sale of stock.accounts payable, customer deposits, related party loans, and other short term loans.

 

During the year ended April 30, 2018,2020, the Company used $29,611$444,782 of cash in operating activities due to its net loss, and increase in prepaid expenses of $950; increase in accounts payable, stock compensation, depreciation, and other expenses associated with the expansion of $8,310 and depreciation of $2,485.the business. 

 

During the year ended April 30, 20182020, the Company used $21,129$60,390 of cash in investing activities. This includes the purchase of a vessel for $24,000 and a magnetometer for $36,390.

 

During the year ended April 30, 2018,2020, the Company generated $50,600$511,850 of cash in financing activities. 

We cannot guarantee that we will manage to sell allactivities from the shares required. We will attempt to raise the necessary funds to proceed with all phasessale of our plan of operation.common stock and an increase in short term loans. 

 

As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. TheAt April 30, 2020, the Company’s sole officer and director, Ajay Rajendran, has concluded a verbal agreement withworking capital deficit was $120,675. There is significant risk to the Beliss Corp. in order to fund completionsurvivability of the registration processCompany due to the fact that the Company has a significant working capital deficit and does not generate meaningful cash flow from its operations. The Company is in immediate need of further working capital and is seeking options, with respect to maintainfinancing, in the reporting status with SEC.form of debt, equity or a combination thereof. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from August 13, 2020.

7

The Company may not be able to continue as a going concern. The report of our independent auditors for the years ended April 30, 2020 and 2019 raises substantial doubt as to our ability to continue as a going concern. Our independent auditors believe, based on our financial results as of April 30, 2020, that such results raised substantial doubts about the Company’s ability to continue as a going concern. If the Company is not able to continue as a going concern, it is highly likely that all capital invested in the Company will be lost.

 

Our auditors have issuedAdditionally, it is possible that the Company may face additional challenges in obtaining financing due to COVID-19’s effects on the general economy and the capital markets. If the Company is not able to obtain financing due to COVID-19 then it is highly likely it will be forced to cease operations and shut down its business, which would likely result in a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business forcomplete loss of all capital invested in the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.Company.

 

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement isits business plan and impede the speed of its operations.

 

Limited operating history; need for additional capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

 11 



Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company'sCompany’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

 

Not applicable to smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data

8

Treasure & Shipwreck Recovery Inc.

CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

 

 12 



Beliss Corp.

FINANCIAL STATEMENTS

As of April 30, 2018 and April 30, 2017

Table of Contents

 

Page

Page

ReportReports of Independent Registered Public Accounting Firm

Firms

14

F-2 – F-3

Consolidated Balance Sheets as of April 30, 20182020 and April 30, 2017

2019

15

F-4

Consolidated Statements of Operations for the years ended April 30, 20182020 and April 30, 2017

2019

16

F-5

StatementConsolidated Statements of Changes in Stockholders’ Equity (Deficit) as ofApril 30, 20182020 and April 30, 2017

2019

17

F-6

Consolidated Statements of Cash Flows for the yearyears ended April 30, 20182020 and  April 30, 2017

2019

18

F-7

Notes to the Consolidated Financial Statements

19

F-8

F-1

 

 13 



 [beliss_10kapril302018002.gif]  

(IMAGE) 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Beliss Corp.Treasure & Shipwreck Recovery, Inc.

 

Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of Beliss Corp. (the "Company")Treasure & Shipwreck Recovery, Inc.(the Company) as of April 30, 20182020, and 2017, the related consolidated statements of operations, stockholders'changes in stockholders’ equity, (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements")financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 20182020, and 2017,the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2,the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

/s/ Accell Audit & Compliance, P.A.

We have served as the Company’s auditor since 2019.

Tampa, Florida

August 13, 2020

3001 N. Rocky Point Dr. East, Suite 200 ● Tampa, Florida 33607 ● 813.367-3527

F-2

(TAAD LOGO) 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors,

Treasure & Shipwreck Recovery Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying balance sheets of Treasure & Shipwreck Recovery Inc. (formerly known as Beliss Corp., the “Company”) as of April 30, 2019, the related statement of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Going Concern Matter

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s operatingCompany has suffered recurring losses raisefrom operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ TAAD LLP

We have served as the Company'sCompany’s auditor since 2017from 2018 to 2019

Diamond Bar, California

August 10, 201816, 2019

F-3

Treasure & Shipwreck Recovery Inc.

CONSOLIDATED BALANCE SHEETS



Beliss Corp.

BALANCE SHEET

As of April 30, 20182020 and April 30, 2017

2019

 

ASSETS

  

April 30, 2018

 

 

 

April 30, 2017

 

Current Assets

  

  

 

 

 

  

 

Cash

$

7,257

 

 

 

7,397

 

Prepaid expenses

  

950

 

 

 

-

 

Total Current Assets

$

8,207

 

 

 

7,397

 

  

  

  

 

 

 

  

 

Fixed Assets

  

  

 

 

 

  

 

Equipment and furniture, net

$                        

21,286

 

 

 

2,642

 

Total Fixed Assets

$                        

21,286

 

 

 

2,642

 

  

  

 

  

 

Total Assets

$

29,493

 

 

 

10,039

 

  

  

  

 

 

 

  

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

  

 

 

 

  

 

Liabilities

  

  

 

 

 

  

 

Current Liabilities

  

  

 

 

 

  

 

    Accounts Payable

  

8,500

 

 

 

190

 

    Customer Deposits

  

7,000

 

 

 

7,000

 

    Related Party Loans

  

10,563

 

 

 

663

 

Total Current Liabilities

$

26,063

 

 

 

7,853

 

  

  

  

 

 

 

  

 

Total Liabilities

$

26,063

 

 

 

7,853

 

  

  

  

 

 

 

  

 

Stockholder’s Equity

  

  

 

 

 

  

 

Common stock, par value $0.001; 75,000,000 shares authorized,5,035,000 and 3,000,000 shares issued and outstanding

  

5,035

 

 

 

3,000

 

Additional paid in capital

  

38,665

 

 

 

-

 

Accumulated deficit

  

(40,270

)

 

 

(814

)

Total Stockholder’s Equity

$

3,430

 

 

 

2,186

 

  

  

  

 

 

 

  

 

Total Liabilities and Stockholder’s Equity

$

29,493

 

 

 

10,039

 

  April 30, 2020  April 30, 2019 
ASSETS        
Current Assets        
Cash $6,678  $- 
Total current assets  6,678   - 
         
Other Assets        
Fixed assets, net of depreciation  147,036   - 
Trademarks  636,000   - 
Security deposit  1,000   - 
         
Total assets $790,714  $- 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
Liabilities        
Current liabilities        
Accounts payable $55,500  $1,899 
Customer deposits  8,700   8,700 
Short term loans  16,763   16,763 
Related party convertible loan  46,390   17,790 
Total current liabilities  127,353   45,152 
         
Total Liabilities  127,353   45,152 
         
Stockholders’ Equity (Deficit)        
Common stock, par value $0.001; 75,000,000 shares authorized, 7,396,502 and 5,035,000 shares issued and outstanding  7,397   5,035 
Common stock to be issued  79,500   - 
Additional paid in capital  1,257,553   38,665 
Accumulated deficit  (681,089)  (88,852)
Total Stockholders’ Equity (Deficit)  663,361   (45,152)
         
Total Liabilities and Stockholders’ Equity (Deficit) $790,714  $- 

 

See accompanying notes which are an integral part of theseto the consolidated financial statementsstatements.

F-4

 

Treasure & Shipwreck Recovery Inc.

 15 



Beliss Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended April 30, 20182020 and from inception to April 30, 20172019

 

  

  

Year ended

April 30, 2018

 

 

 

From inception to April 30, 2017

 

  

  

  

 

 

 

  

 

REVENUES

$

15,200

 

 

 

-

 

Cost of Revenues

  

11

 

 

 

-

 

Gross Profit

  

15,189

 

 

 

-

 

  

  

  

 

 

 

  

 

OPERATING EXPENSES

  

  

 

 

 

  

 

General and Administrative Expenses

  

54,645

 

 

 

814

 

TOTAL OPERATING EXPENSES

  

(54,645

)

 

 

(814

)

  

  

  

 

 

 

  

 

NET LOSS FROM OPERATIONS

  

(39,456

)

 

 

(814

)

  

  

  

 

 

 

  

 

PROVISION FOR INCOME TAXES

  

-

 

 

 

-

 

  

  

  

 

 

 

  

 

NET LOSS

$

(39,456

)

 

 

(814

)

  

  

  

 

 

 

  

 

NET LOSS PER SHARE: BASIC AND DILUTED

  

$

(0.00

)

 

 

(0.00

)

  

  

  

 

 

 

  

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

  

3,825,623

 

 

 

333,333

 

  

  

  

 

 

 

  

 

  Year ended
April 30, 2020
  Year ended
April 30, 2019
 
REVENUES $-  $14,150 
Cost of Revenues  -   - 
Gross Profit  -   14,150 
         
OPERATING EXPENSES        
Professional Fees  142,301   13,735 
Research and Development  120,000   - 
Boat Expenses  110,586   - 
Consulting and Accounting  106,000   8,523 
General and Administrative Expenses  56,329   36,908 
Labor  41,667   - 
Depreciation  15,354   3,566 
TOTAL OPERATING EXPENSES  592,237   62,732 
         
NET LOSS FROM OPERATIONS  (592,237)  (48,582)
         
Provision for Income Tax  -   - 
         
NET LOSS $(592,237) $(48,582)
         
NET LOSS PER SHARE: BASIC AND DILUTED $(0.08) $(0.00)
         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED  7,704,742   5,035,000 

 

See accompanying notes which are an integral part of theseto the consolidated financial statementsstatements.

F-5

 

Treasure & Shipwreck Recovery Inc.

 16 



Beliss Corp.

STATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’SSTOCKHOLDERS’ EQUITY (DEFICIT)

Years ended April 30, 20182020 and from inception to April 30, 2017

2019  

 

  

 

Common Stock

 

  

  

Additional Paid-in

 

 

 

Deficit Accumulated

 

 

 

Total Stockholders’

 

  

 

Shares

 

 

 

Amount

 

 

 

Capital

 

 

 

  

 

 

 

Equity

 

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Inception,  October 24, 2016

 

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Shares issued for cash

 

3,000,000

 

 

 

3,000

 

 

 

-

 

 

 

-

 

 

 

3,000

 

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Net loss for the period ended   

April 30, 2017

 

-

 

 

 

-

 

 

 

-

 

 

 

(814

)

 

 

(814

)

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Balance,   April 30, 2017

 

3,000,000

 

 

$

3,000

 

 

$

-

 

 

$

(814

)

 

$

2,186

 

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Shares issued for cash

 

2,035,000

 

 

 

2,035

 

 

 

38,665

 

 

 

-

 

 

 

40,700

 

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Net income (loss) for the period ended   April 30, 2018

 

-

 

 

 

-

 

 

 

-

 

 

 

(39,456

)

 

 

(39,456

)

  

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

Balance,   April 30, 2018

 

5,035,000

 

 

$

5,035

 

 

$

38,665

 

 

$

(39,456

)

 

$

3,430

 

  Common Stock  Common
Stock to be
  Additional
Paid-in
  Deficit  Total
Stockholders’
Equity
 
  Shares  Amount  Issued  Capital  Accumulated  (Deficit) 
Balance, April 30, 2018  5,035,000  $5,035  $-  $38,665  $(40,270) $3,430 
                         
Net loss  -   -   -   -   (48,582)  (48,582)
                         
Balance, April 30, 2019  5,035,000   5,035   -   38,665   (88,852)  (45,152)
                         
Sale of stock  3,161,502   3,162   -   480,088   -   483,250 
Stock compensation  100,000   100   62,500   16,900   -   79,500 
Shares issued for purchase of assets  1,700,000   1,700   17,000   719,300   -   738,000 
Share cancellation  (2,600,000)  (2,600)  -   2,600   -   - 
                         
Net loss  -   -   -   -   (592,237)  (592,237)
                         
Balance, April 30, 2020  7,396,502  $7,397  $79,500  $1,257,553  $(681,089) $663,361 

 

See accompanying notes which are an integral part of theseto the consolidated financial statementsstatements.

F-6

 

 17 Treasure & Shipwreck Recovery Inc.



Beliss Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended April 30, 20182020 and from inception to April 30, 20172019

 

  

 

Year ended

April 30, 2018

 

 

 

From inception to

April 30, 2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

  

 

 

 

  

 

Net loss

$

(39,456

)

 

$

(814

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

 

2,485

 

 

��

-

 

                                                                                       

Changes in operating assets and liabilities:

 

  

 

 

 

  

 

Increase in Prepaid Expenses

 

(950

)

 

 

-

 

Increase in Accounts Payable

 

8,310

 

 

 

190

 

Increase in Customer Deposits

 

-

 

 

 

7,000

 

CASH FLOWS USED IN OPERATING ACTIVITIES

 

(29,611

)

 

 

6,376

 

  

 

  

 

 

 

  

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

  

 

 

 

  

 

Purchase of equipment

 

(21,129

)

 

 

(2,642

)

CASH FLOWS USED IN INVESTING ACTIVITIES

 

(21,129

)

 

 

(2,642

)

  

 

  

 

 

 

  

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

  

 

 

 

  

 

Related Party Loans

 

9,900

 

 

 

663

 

Proceed from sales of Capital Stock

 

40,700

 

 

 

3,000

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 

50,600

 

 

 

3,663

 

  

 

  

 

 

 

  

 

NET DECREASE IN CASH

 

(140

)

 

 

7,397

 

  

 

  

 

 

 

  

 

Cash, beginning of period

 

7,397

 

 

 

-

 

  

 

  

 

 

 

  

 

Cash, end of period

$

7,257

 

 

$

7,397

 

  

 

  

 

 

 

  

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

 

 

  

 

Interest paid

$

-

 

 

$

-

 

Income taxes paid

$

-

 

 

$

-

 

  Year ended
April 30, 2020
  Year ended
April 30, 2019
 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(592,237) $(48,582)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  15,354   3,566 
Stock compensation  79,500   - 
Loss on disposal of fixed assets  -   17,720 
Changes in operating assets and liabilities:        
Prepaid expenses  -   950 
Security deposit  (1,000)  - 
Accounts payable  53,601   (6,601)
Customer deposits  -   1,700 
CASH FLOWS USED IN OPERATING ACTIVITIES  (444,782)  (31,247)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchase of equipment  (60,390)  - 
CASH FLOWS USED IN INVESTING ACTIVITIES  (60,390)  - 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Increase in short term loans  -   6,200 
Increase in related party convertible loan  28,600   17,790 
Proceed from sales of common stock  483,250   - 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES  511,850   23,990 
         
NET INCREASE (DECREASE) IN CASH  6,678   (7,257)
         
Cash, beginning of period  -   7,257 
         
Cash, end of period $6,678  $- 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for interest expense $-  $- 
Cash paid for income taxes $-  $- 
         
NON-CASH OPERATING AND FINANCING ACTIVITIES:        
Purchase of trademark and related graphics with 1,200,000 shares of common stock $636,000  $-��
Acquisition of www.flavorfullapps.com with 600,000 shares of common stock  102,000   - 

 

See accompanying notes which are an integral part of theseto the consolidated financial statementsstatements.

F-7

 

 18 Treasure & Shipwreck Recovery Inc.



Beliss Corp.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 20182020 and 20172019

    

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

   

Beliss Corp.Treasure & Shipwreck Recovery, Inc (“TSR” or the Company”, “we”, “us” or “our”“Company”). was incorporateincorporated in the State of Nevada on October 24, 2016. Our2016 as Beliss Corp. The Company changed its name to Treasure & Shipwreck Recovery Inc. on June 26, 2019.

TSR formed TSR Holdings, Inc., a wholly owned subsidiary, on August 22, 2019 as the Company’s operating vehicle to focus on the recovery of sunken treasure from historic shipwrecks. The Company was originally focused on the development of high impact internet marketing, search engine optimization (“SEO”) software and techniques, and the development of digital properties (collectively “Internet Marketing”).

On April 6, 2020, TSR formed TSR Media Group, Inc. (“TSR Media”), a wholly owned subsidiary, in order to develop various digital media properties. TSR Media is in the process of developing, through an outside app developer, a treasure search and salvage gaming app. TSR Media also entered into an agreement to purchase a domain called www.flavorfullapps.com and approximately 60 food related apps that are currently listed on Amazon.com, Blackberry World and Google Play.

Note 2 – GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from August 13, 2020. Management’s plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any significant revenues for the foreseeable future. At April 30, 2020, the Company had a net working capital deficit of $120,675. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof.

Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Covid-19 Disclosure

The Company’s operations may be adversely affected by the ongoing outbreak of the coronavirus disease 2019 (“COVID-19”) which was declared a pandemic by the World Health Organization (“WHO”) in March 2020. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on TSR’s financial position, operations and cash flows.

Additionally, it is possible that the Company may face additional challenges in obtaining financing due to COVID-19’s effects on the general business strategyeconomy and the capital markets. If the Company is not able to obtain financing due to COVID-19, then it is highly likely that it will be forced to cease operations. The impact on smaller companies such as TSR of having to cease operations due to the effects of COVID-19 would likely result in the Company not being able to survive and would cause a complete loss of all capital invested in the Company.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies of TSR is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements. The Company’s year-end is April 30.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of TSR Holdings, Inc. and TSR Media, which are wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The process of preparing consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Significant estimates for the years ended April 30, 2020 and 2019 include useful life of property and equipment, valuation allowances against deferred tax assets and fair value of non cash equity transactions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be actively engagedcash equivalents. The Company had $6,678 of cash as of April 30, 2020 and $0 as of April 30, 2019.

F-8

Treasure & Shipwreck Recovery Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

There were no cash equivalents at April 30, 2020 and 2019. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of April 30, 2020, the Company had $0 in excess of the FDIC insured limit.

Research and Development Expenses

Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $120,000 and $0 for the years ended April 30, 2020 and 2019, respectively.

Revenue Recognition

Effective May 1, 2018, the Company adopted the guidance of ASC 606, Revenue from contracts with customers. The implementation of ASC 606 did not have a material impact on the Company’s financial statements as the Company previously recognized revenue when the performance obligation for customers had been satisfied. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; and d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. The Company’s previous revenue was derived from providing high impact internet marketing to internetInternet based businesses and small businesses seeking to create websites and provide better search engine optimization (“SEO”) software and techniques to small internetInternet based businesses and people seeking to create websites. We will also design and develop mobile applications for ourselves and customers on the iOS, Android and Windows phones platforms. Office of the Company is located in India.

Note 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation ofnew revenue recognition standard has not had an impact on the Company as a going concern.  Forsince the Company has not generated any revenues during the year ended April 30, 20182020.

For the Company’s service contracts, the services provided are considered to be one single performance obligation. Revenue and expenses are recognized as services are rendered. The average period for satisfying the performance obligation is three months. We have analyzed all of our contracts and can confirm that all the requirements are considered in these contracts:

1) The contracts with customers were identified;

2) The performance obligation was the creation of a website and the provision of SEO-optimization and other services for this site;

3) The transaction price was determined;

4) The Company has only one performance obligation, so the whole transaction price is related to this performance obligation;

5) The revenue was recognized when the performance obligation had been satisfied.

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company had $15,200 revenues from four customers.  has not incurred incremental costs in obtaining a client contract.

Basic Loss per Share

The Company currently hascomputes loss per share in accordance with Financial Accounting Standards Board (FASB) ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2020 and 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.

Fair Value of Financial Instruments

The carrying amounts of financial assets and liabilities, such as cash, accounts payable, short term loans, and the Company’s related party loan from a shareholder approximate their fair values because of the short maturity of these instruments.

Fixed Assets

Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Gains and losses and has not completed its efforts to establish a stabilized sourceupon disposition are reflected in the consolidated statements of revenues sufficient to cover operating costs over an extendedoperations in the period of time. Therefore, there is substantial doubt aboutdisposition. Maintenance and repair expenditures are charged to expense as incurred. Currently the Company’s abilityonly assets are a diving vessel and a magnetometer which were both purchased in fiscal year 2020 and are being depreciated over ten and three year useful lives, respectively.

F-9

Treasure & Shipwreck Recovery Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

Impairment of Long-Lived and Intangible Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. We periodically evaluate whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, we use market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. We did not recognize impairment on its long-lived assets during the years ended April 30, 2020 or 2019. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Our existing intangible assets consist solely of a website and related software applications.

Stock Based Compensation to continueEmployees and Service Providers

We recognize all share-based payments to employees and service providers, including grants of employee stock options, as a going concern for one year after the datecompensation expense in the financial statements are issued. Management anticipates that the Companybased on their fair values. That expense will be dependent,recognized over the period during which an employee is required to provide services in exchange for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds throughaward, known as the capital markets.  Despite management’s ongoing efforts, there are no assurances thatrequisite service period (usually the Company will be successful in thisvesting period) or any of its endeavors or become financially viable and continue as a going concern.immediately if the share-based payments vest immediately.

 

Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIESCustomer Deposits

 

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.  The Company’s year-end is April 30.

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.

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 $7,257 of cash as of April 30, 2018 and $7,397 as of April 30, 2017.

Foreign Operations and Functional Currency

Despite the business location in India, the functional currency of the Company is US dollar, because this is the currency of the primary economic environment of the Company in accordance with FASB ASC 830-10-45-2.

Customer Deposit

Customer Depositdeposits discloses an amount paid by a customer to a company prior to the companyCompany providing it with goods or services. The company receiving the moneyCompany has an obligation to provide the goods or services to the customer or to return the money. The Company had $7,000$8,700 in customer depositdeposits as of April 30, 20182020 and $7,000 as of April 30, 2017.

 19 



Beliss Corp.

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2018 and 2017

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of furniture is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's 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. We incurred $2,485 and $0 of depreciation expense during the years ended April 30, 2018 and April 30, 2017.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:

defined as observable inputs such as quoted prices in active markets;

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.2019.

 

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.

 

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.  Our product is providing high impact internet marketing to internet based businesses and small businesses seeking to create websites and provide better search engine optimization (“SEO”) software and techniques to small internet based businesses and people seeking to create websites.

Basic Loss per Share

The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2018 and April 30, 2017 there were no potentially dilutive debt or equity instruments issued or outstanding.

 20 



Beliss Corp.

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2018 and 2017

Recent Accounting Pronouncements

 

We have reviewed all the recently issued, but not yet effective,All other recent accounting pronouncements issued by the Financial Accounting Standards Board, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and we dothe Securities and Exchange Commission did not believe any of these pronouncements willor are not believed by management to have a material impact on the Company.Company’s present or future consolidated financial statements.

F-10

Treasure & Shipwreck Recovery Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

ASC 606, Revenue from Contracts with Customers, was issued jointly by the FASB and IASB on May 28, 2014. It was originally effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Early application was not permitted (however, early adoption was optional for entities reporting under IFRSs). On August 12, 2015, the FASB issued an ASU, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred for one year the effective date of the new revenue standard for public and nonpublic entities reporting under U.S. GAAP.  The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

Note 4 – FIXED ASSETS

     

As ofFixed assets at April 30, 2018, we have purchased2020 and 2019 are summarized below:

Fixed Assets  April 30, 2020   April 30, 2019 
App $102,000  $- 
Diving Vessel  36,390   - 
Magnetometer  24,000   - 
Accumulated Depreciation  (15,354)  - 
Fixed Assets, Net $147,036  $- 

Depreciation expense was $15,354 and $3,566 for the years ended April 30, 2020 and 2019, respectively. Depreciation expense for the year ended April 30, 2020 are related to the diving vessel, the magnetometer, and the app. Depreciation expense for the year ended April 30, 2019 was for furniture for total $5,532 and office equipment for $18,239. Asthat the Company wrote down to a balance of $0 at April 30, 2018, depreciation expense2019.

TSR Media entered into an App Company and App Purchase agreement with an individual on February 12, 2020 to purchase a website, www.flavorfullapps.com as well as 50 related recipe and cooking apps. Under the original terms of furniturethe agreement TSR agreed to pay the individual 300,000 shares of restricted common stock. The agreement was $1,058amended on April 26, 2020 to increase the shares amount paid for the website and equipment depreciationapps to 600,000 shares of restricted common stock, reflecting the current market value of TSR’s share price as well as additional consideration for the individual assisting with redoing the website and consulting for new apps. The purchase of the website and associated apps was $1,427.valued at $102,000 based on fair value of TSR’s shares on the date of the amended purchase agreement.

 

Note 5 – LOAN FROM DIRECTORPURCHASE OF TRADEMARK, GRAPHICS, RELATED MEDIA AND PRODUCT MATERIALS

The Company entered into a Trademark and Usage Purchase Agreement with Galleon Quest, LLC (“GQ”), a privately held limited liability company, on March 5, 2020.

Under the terms of the Trademark and Usage Purchase Agreement, the Company agreed to issue 1,200,000 shares of its restricted common stock to GQ in exchange for the acquisition of a registered trademark and all other developed graphics, including for gaming, web site and all other material for television, multimedia, gaming, food and products such as beverages, and all other issues. In addition, the Company agreed that GQ shall retain the right to ten percent of the gaming rights and five percent of the television media revenue, which shall be for rights of the gaming name rights, as used in all app, online or other gaming as owned by TSR and any television related media. All shares issued by both parties under the agreement have all rights and entitlements as the common stock of every other shareholder of such share class.

The purchase of the trademark and related graphics and materials was valued at $636,000 based on fair value of TSR’s shares on the date of the Trademark and Usage Purchase Agreement.

Note 6 – NOTES PAYABLE

Related Party Convertible Loan

 

As of April 30, 2018, our sole director has loaned to2020, an officer of the Company $10,563.has provided a loan to TSR under a convertible promissory note. This loanconvertible promissory note is unsecured, non-interest bearing, and is convertible into common shares of the Company stock at $2.75 per share and due on demand. The balance due to the directorofficer was $10,563$46,390 as of April 30, 2018,2020, and $663$17,790 as of April 30, 2017.2019.

F-11

Treasure & Shipwreck Recovery Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

Short Term Loans

As of April 30, 2020 and 2019, the Company had loans totaling $16,763 with two non-related parties, a loan in the amount of $14,063 and a loan in the amount of $2,700. These loans are unsecured, non-interest bearing and due on demand.

Note 67COMMON STOCKSTOCKHOLDERS’ DEFICIT

Common Stock

 

The Company hasis authorized to issue 75,000,000 $0.001 par value shares of common stock, authorized.

In April 2017, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 par value per share.

 

In December 2017Common Stock Issuances

During the year ended April 30, 2020, the Company issued 750,000or was to issue the following shares for cash proceeds of $15,000 at $0.02 per share.restricted common stock:

 

-3,161,502 shares under subscription agreements for total proceeds of $483,250.

In January 2018

-100,000 restricted shares of common stock valued at $17,000 were issued to a consultant for work related to website development, Internet hosting and related development and programming work. The Company determined the fair value of the shares issued using the stock price on date of grant or issuance. Compensation expense is recognized as the services are provided to the Company. For the year ended April 30, 2020, the $17,000 stock compensation for expense was included in General and administrative expenses.

-250,000 shares remaining to be issued at April 30, 2020 under an agreement with an individual who agreed to perform services as TSR’s interim CEO.

-A total of 1,700,000 shares issued for purchase of assets. 1,200,000 shares of the Company’s restricted common stock were issued under a Trademark and Usage Purchase Agreement dated March 5, 2020, See Note 5 Purchase of Trademark, Graphics, Related Media and Product Materials. 500,000 shares of the Company’s restricted common stock were issued for the development of a treasure related gaming app, see Note 4 Fixed Assets, with 100.000 shares remaining to be issued.

-2,600,000 shares of common stock were returned and cancelled. The shares were owned by one of the principals involved in the Southern Amusement transaction which was unwound and were originally acquired in a private transaction. There was no consideration paid for these shares.

During the year ended April 30, 2019, the Company issued 1,135,000the following shares for cash proceeds of $22,700 at $0.02 per share.restricted common stock:

 

In February 2018 the Company issued 150,000 shares  for cash proceeds of $3,000 at $0.02 per share.

-6,071,429 shares issued to two individuals in relation to the transaction involving the acquisition of Southern Amusement. Effective April 28, 2019, such transaction was cancelled and such shares changed control to Mr. Craig A. Huffman, the Escrow Agent and Counsel for the Company for later transaction, via agreement. The shares continued under Mr. Brammers name on book form with the transfer agent, but all rights to such shares were surrendered by Mr. Brammer. In order to purchase the control of Southern Amusement, an additional 571,429 shares of restricted common stock were issued to Vicki Ferrell who was part owner of Southern Amusement for the Company to receive her shares. At the cancellation of the transaction, those shares were also under the control of Craig A. Huffman for cancellation as required in the immediate future upon direction of the board of directors.

 

There were 5,035,000 sharesThe Company did not have any other classes of common stock issued andor outstanding as of April 30, 20182020 and 3,000,000 shares2019. The Company did not have any warrants or options outstanding as of April 30, 2017.2020 and 2019.

F-12

Treasure & Shipwreck Recovery Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2020 and 2019

Note 78COMMITMENTS AND CONTINGENCIES

   

Treasure Game App Development and Ownership Memorandum of Understanding and Agreement

On February 10, 2020, TSR Media entered into an agreement with a game app developer to develop a gaming app based on treasure search and salvage. The gaming developer agreed to provide programmers and developers to complete the game. Under the terms of the agreement TSR Media agreed to pay the gaming developer a total fee of $240,000. TSR Media also agreed that the developer would receive thirty percent of the profits from the game with profits being defined as revenues calculated after distribution platforms receive their portion of gross sales and costs paid for game hosting services. TSR Media and the app developer agreed that the game will be developed for a final product within four to six months, with a launch goal in the year 2020. TSR Media and the app developer agreed that they will pay a continuing development fee to expand, improve and upgrade the game. If the game does not generate sufficient revenues to cover the continuing development fees then the continuing fees will not be paid and they may be postponed or canceled by TSR Media. As of April 30, 2020, the Company has recorded $120,000 of expense, which is included within research and development in the consolidated statements of operations. Of this amount, $42,500 is still due at April 30, 2020 and is included within accounts payable on the consolidated balance sheets. Additional TSR has agreed to pay a fee of 5% of TSR’s net profits from the app to a third party who assisted in bringing the app developer and TSR together for the purposes of developing the treasure gaming app.

Trademark and Usage Purchase Agreement Gaming and Media Rights Payments

TSR entered into a rentalTrademark and Usage Purchase Agreement on March 5, 2020, see Note 5 Purchase of Trademark, Graphics, Related Media and Product Materials. Under the terms of the agreement TSR is obligated to pay ten percent of the gaming rights and five percent of television media revenue, which shall be for a $190 monthly fee, starting on April 1, 2017rights of the gaming name rights, as used in all such app, online or other gaming as owned by TSR and ends September 1, 2018. By providing written notice to Landlord, Tenant exercises renewal option in case of further rent.any television related media.

 

 21 Interim Chief Executive Officer Engagement Agreement

 



On March 1, 2020, TSR entered into an agreement with a limited liability company to designate one of its members to provide services to the Company as an interim CEO. The term of the agreement is for six months. Under the terms of the agreement, the interim CEO shall receive a five percent bonus of investment paid when the Company receives funding, be responsible for the technical and intellectual property development of the gaming side of the businesses, including overseeing the gaming production, values, and marketing partners, be responsible for overseeing the proposed television or multimedia production of a reality television series pilot, potential series production, agreements and other matters as related, actively engage as required for all necessary funding presentations, gaming presentations, television and multi-media presentations and all other necessary public or publicized appearances, act as a conduit for any necessary technology applications for sea search and recovery and advise on presented or available technologies for the sea research, finding and recovery side of the Company, and review of necessary matters as determined by the Board of Directors and the Chairman.

 

Beliss Corp.TSR agreed to pay the limited liability company $10,000 per month and if the game and/or television component creates enough additional revenue for the Company in profit within the first eighteen months to equal such compensation at 5% as achieved by the Company, then such compensation shall be increased up to that amount or up to twice the monthly amount of compensation, whichever is greater.

TSR additionally agreed to grant to the limited liability company common stock of TSR as follows:

1)250,000 shares of common stock of TSR on execution of this agreement, however, if this agreement is terminated for any reason other than termination with cause by the Company, change in control of the Company or death during the six months the limited liability company shall return to the Company the shares of common stock on a pro rata basis for every month not completed by the limited liability company.
2)An additional 250,000 shares of common stock of TSR, will be issued and vested upon the fielding of the game envisioned and contracted with the third party app developer, and for marketing with game roll out within six months of the date of this agreement, or any extension granted there under.
3)In year two and three of such agreement, if applicable, the limited liability company shall be granted an additional 250,000 shares of common stock of TSR upon the anniversary of this Agreement.
4)Additional compensation for game production and revenues, television or multi-media performance, and other indicators shall be considered liberally for success of the Company in revenue, including if within two months of game deployment and success, the amount of 100,000 common shares for each the game and the television pilot, if it leads to a sale or marketing of such pilot.
5)Additional compensation for matters as decided by the compensation part of the Board.
6)An additional amount of shares equal to 5% of such required game monies needed and raised through the Interim CEO for game development and an additional amount of shares at market value on each level of money raised for such game and marketing, if limited liability company is directly involved in such gaming development.
7)If the limited liability company is involved, past one year, of the creation of the game then the limited liability company shall have a one percent game revenue that will exist for three years from game release.

F-13

Treasure & Shipwreck Recovery Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 20182020 and 20172019

 

Note 89INCOME TAXES

 

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

 

The Company has no tax position at April 30, 20182020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at April 30, 2018.2020. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

The valuation allowance at April 30, 20182020 was $13,692.$143,029. The net change in valuation allowance during the year ended April 30, 20182020 was $13,415.$124,370. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 20182020 and 2017.2019.  All tax years since inception remains open for examination only by taxing authoritiesauthorities.

Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of US Federal21% for 2020 and state of Nevada.2019:

  For the Year Ended  For the Year Ended 
  April 30, 2020  April 30, 2019 
       
Income tax at federal statutory rate  21.00%  21.00%
Valuation allowance  (21.00)%  (21.00)%
Income tax expense  -   - 

The Company has a net operating loss carryforward for tax purposes totaling $36,020$681,089 at April 30, 2018,2020, expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

 

  

As of   April 30, 2018

As of   April 30, 2017

 As of April 30, 2020  As of April 30, 2019 

Non-current deferred tax assets:

  

  

  

        

Net operating loss carryforward

$

(36,020)

(814)

 $681,089  $88,852 

Total deferred tax assets

$

(13,692)

(277)

Tax rate  21%  21%
Deferred tax asset  143,029   18,659 

Valuation allowance

$

13,692

277

  (143,029)  (18,659)

Net deferred tax assets

$

-

-

 $-  $- 

The Company is currently in the process of gathering the information necessary for filing tax returns for past years, due to the Company’s lack of revenue since inception management does not believe that there is any income tax liability for past years


 

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the year endedNote 10 – SUBSEQUENT EVENTS

Subsequent to April 30, 2018 as follows:2020 the Company:

  

  

Year ended   

 April 30, 2018

Year ended   

 April 30, 2017

Computed "expected" tax expense (benefit)

  

$

(13,415)

(277)

Change in valuation allowance

$

13,415

277

Actual tax expense (benefit)

$

-

-

 

(i)

The Company’s Board authorized the creation of Series A preferred shares with 100 Series A shares authorized to be issued and entered into agreements to issue 50 shares of the Series A preferred shares in exchange for $200,000 in proceeds.

F-14

 22 



Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

   

None

 

Item 9A(T)9A. Controls and Procedures

Procedures.


 



(a) Management’s Annual Report on Internal ControlsControl over Financial DisclosureReporting.

Management’s Responsibility for Controls and Procedures

 

ManagementThe Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Exchange Act Rule 13a-15(f)).reporting. The Company’s internal controlcontrols over financial reporting is a processare designed under the supervision of the Company’s President and Principal Financial Officer to provide reasonable assurance regardingensure that information required to be disclosed by the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally acceptedCompany in the United Statesreports that the Company files or submits under the Securities Exchange Act of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject1934, as amended (the “Exchange Act”), is accumulated and communicated to the risk that controls may become inadequate becauseCompany’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Chief Executive Officerour President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of April 30, 2020. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.

Internal Control Over Financial Reporting

As of April 30, 2020, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of April 30, 2018 using1934 and based on the criteria establishedfor effective internal control described in “InternalInternal Control - Integrated Framework”Framework issued by the Committee of Sponsoring Organizations of the Tread wayTreadway Commission ("COSO"(as revised). Based on our evaluation, management concluded that our internal control over financial reporting was not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”). reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.

The management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

The Company has limited resources and as a result, a material weakness in financial reporting currently exists, because of our limited resources and personnel, including those described below.

*The Company has an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

*We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

*We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is managements view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements.

A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2018, the CompanyManagement has determined that there were control deficiencies that constituted material weaknesses, as described below.

1.      We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.      We did not maintain appropriate cash controls – As of April 30, 2018, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3.      We did not implement appropriate information technology controls – As at April 30, 2018, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatementweakness exists due to a lack of segregation of duties, resulting from the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.Company’s limited resources and personnel.

9

Remediation Efforts to Address Deficiencies in Internal Control Over Financial Reporting

As a result of these findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the material weaknesses described above, management has concluded that the Companypossible remedial measures set forth below. As of April 30, 2020, we did not maintainhave sufficient capital and/or operations to implement any of the remedial measures described below.

*Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company’s financial statements to allow for proper segregation of duties, as well as additional resources for control documentation.

*Assessing the duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers.

*Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members.

*Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised).

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting asreporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of April 30, 2018 based on criteria establishedthe SEC that permit us to provide only management’s report in Internal Control- Integrated Framework issued by COSO.this annual report.

 

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 23 



An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes(b) Change in Internal Control overOver Financial Reporting

 

There was noThe Company has not made any change in the Company’sour internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.year ended April 30, 2020.

   

Item 9B. Other Information.

   

None.

 

PART III

   

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

   

Directors of the Company are elected by the shareholders to a term of one year and serve until their successors are elected and qualified. Officers of the Company are appointed by the Board of Directors to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The name, age and position of the company officer and director is set forth below:

NameAgePositionSince

Name

Craig A. Huffman

Age

Position

54

Since

Ajay Rajendran

26

President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director of the Company

October 24, 2016

April 28, 2019
Blake G. McMahan47Interim Chief Executive OfficerMarch 1, 2020

Ajay Rajendran

Craig A. Huffman has held the offices/positions since the inceptionresignation of the prior CEO and Director of the Company, and he is expected to hold said offices/positions until the next annual meeting of the shareholders. The person named above is the Company’s only officer, director, promoter and control person.

10

Background Information about The Company’s Officer and DirectorDirectors

Ajay Rajendran, Age 26:

President, Chief Financial Officer and Director - Craig A. Huffman

Mr. Rajendran, our founderHuffman has over eleven years of experience in the treasure industry representing numerous treasure recovery companies, including working on permitting, and current sole officeradmiralty claims. He has teamed with Dr. Lee Spence to create TSR. His background includes being a Deputy Sheriff for 5 years, 20 years as an Army Reserve Officer, and 21 years as an attorney. He has acted as counsel to over 50 public companies and large-scale investors. Craig has been a public company CEO two times before for SEC fully reporting companies, besides being a director began designing websitesfor numerous companies. He has over 100 jury trials in complex narcotics, conspiracy, white-collar area, international contracts, and numerous securities cases, he has also authored over 50 appeals. Mr. Huffman has appeared in courts around the country, and recently argued before the Nevada Supreme Court. Mr. Huffman received his B.A. from the University of Tampa with three majors in History, Political Science and Military Science, and his J.D. from Stetson University College of Law (cum laude). Craig has attended four major Army Officer Courses as a hobby before institute. He graduated from Indian InstituteField Artillery Officer and JAG officer, as well as numerous law enforcement training academies and courses, including hostage negotiation, sex crimes, and numerous others.

Interim Chief Executive Officer - Blake McMahan

Mr. McMahan has over twenty-five years of Technology Delhi, India in 2013global leadership, executive level business development, and strategic management experience with a specialty Computerdriving passion for leading the development and evolution of innovative and emerging technologies.

His areas of expertise include marketing, strategic sales and planning, business planning and strategy, advisory economic development, public and media relations, and community and customer relations management. Bringing in over $100 million in total sales generated thru startup and enterprise environments.

Mr. McMahan has a bachelors degree in Economics and Finance from Bentley University and a Masters of Science, and Engineering. From 2013 to 2016 he worked as a project manager at Web media Emarketing - specialized on internet marketing. As a project manager Mr. Rajendran was responsible for the projects of creating websites and improving of sites’ advertisement. In 2016 he decided to leave the Web media Emarketing to start his own business and founded the Company. While working as a project manager, Mr. Rajendran had to be very organized and detailed oriented, skills that have transferred well in his running of our business, also he received very valuable experience in creating of websites.Management-MS Marketing from Hult International Business School.

Corporate Governance

The Company does not have a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its Board of Directors consists of only one director whom is not independent, as he is also an officer. There is no independent audit committee financial expert because it is believed the cost related to retaining a financial expert at this time is prohibitive due to the current circumstances of the Company. Further, because there are only minimal operations at the present time, it is believed the services of a financial expert are not warranted.

 

 24 



Conflicts of Interest

The Company does not currently foresee any conflict of interest.

Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the company directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of its common stock. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the company with copies of all Section 16(a) forms they file. The Company intends to ensure to the best of its ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.

11

Item 11. Executive Compensation

   

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officer paid by us during the periodyears ended April 30, 2018,2020 and 2019, in all capacities for the accounts of our executives, including the current Interim Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

  

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensations ($)

Totals ($)

Ajay Rajendran, President, Chief Executive Officer, Treasurer, and Director

2017-2018

0

0

0

0

0

0

0

0

Name and Principal Position Year Salary
($)
 

Bonus
($)

   

 Stock
Awards
($)
 Option
Awards
($)
 Non-Equity
Incentive Plan
Compensation
($)
 Non-Qualified
Deferred
Compensation
Earnings ($)
 All Other
Compensations
($)
 Totals ($)
Ajay Rajendran, Former President, Chief Executive Officer, Treasurer, and Director 2018-Jan. 26, 2019 0 0 0 0 0 0 0 0
                   
Craig A. Huffman, Chairman of the Board of Directors, President, Chief Financial Officer Treasurer and Director April 28, 2019- April 30.2020 0 0 0 0 0 0 35,000 0
                   
 Blake McMahan, Chairman of the Board of Directors, President, Chief Financial Officer Treasurer and Director March 1, 2020 to April 30, 2020 0 0 0 0 0 0 12,500 0

 

Narrative Disclosure to Summary Compensation Table

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the periodyear ended April 30, 2018.2020.

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Long-Term Incentive Plans

There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for our director or executive officer.

 

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Compensation Committee

The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Security Holders Recommendations to Board of Directors

The Company welcomes comments and questions from the shareholders. Shareholders can direct communications to the Chief Executive Officer, Ajay Rajendran,Chairman of the Board of Directors and President, Craig A. Huffman, at our executive offices. However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all communications. Management attempts to address shareholder questions and concerns in press releases and documents filed with the SEC so that all shareholders have access to information about the Company at the same time. Ajay RajendranCraig A. Huffman collects and evaluates all shareholder communications. All communications addressed to the directorBoard of Directors and executive officerofficers will be reviewed by Ajay Rajendran,Craig A. Huffman, unless the communication is clearly frivolous.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   

The following table setstables set forth certain information at April 30, 2018,regarding beneficial ownership of our capital stock as of the date hereof by (i) each person whom we know to beneficially own more than five percent (5%) of any class of our common stock, (ii) each of our directors, (iii) each of the executive officers and (iv) all our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the beneficial ownershipshares beneficially owned.

Our total authorized capital stock consists of 75,000,000 shares of Common Stock by (i) each person known to the Company who owns beneficially more than 5%common stock, $0.001 par value per share. As of the outstandingAugust 4, 2020, there were 7,396,502 shares of Common Stock (based upon reportsour common stock outstanding, all of which have been filedwere fully paid, non-assessable and other information knownentitled to the Company), (ii) the Director, (iii) the Executive Officervote. Each share of our common stock entitles its holder to one vote on each matter submitted to our stockholders.

This table reflects shares that were issued and (iv) our Executive Officer and Directoroutstanding as a group.of August 4, 2020.

  Shares of Percentage of
  common stock common shares
  beneficially owned beneficially owned 2
Name and Address of Beneficial Owners 1    
Battle Holdings, LLC 1,339,667 18.11%
Galleon Ventures, LLC 1,200,000 16.22%
Donald M. Beavers 500,000 6.76%
BUA, LLC 490,000 6.62%
Peck & Gross, LLC 489,050 6.61%
Carran Schneider 465,000 6.29%
Hela Schneider 465,000 6.29%
All beneficial holders as group (7 persons or entities) 4,948,717 66.91%

(1)Unless otherwise indicated, the address of each person listed below is c/o Treasure & Shipwreck Recovery, Inc., 13046 Racetrack Road, #234, Tampa, Florida 33626.

(2)

Beneficial NamePercentages are based on 7,396,502 shares of Owner

No. of
Shares Before Offering

No. of
Shares After Offering

Percentage of Ownership

Ajay Rajendran

3,000,000

5,035,000

60%

common stock issued and outstanding at August 4, 2020.

 

(1) Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

Future Sales by Principal Shareholders

A total of 3,000,000 shares have been issued to the Company’s officer, director and affiliate and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of these shares (after applicable restrictions expire) may have a depressive effect on the price of the Company’s common stock in any market that may develop, of which there can be no assurance. The principal shareholders do not have any plans to sell their shares at any time after this offering is complete.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

   

We received our initial fundingAs of $3,000 throughApril 30, 2020, an officer of the sale ofCompany has provided a loan to TSR under a convertible promissory note. This convertible promissory note is unsecured, non-interest bearing, and is convertible into common stock to our President, Ajay Rajendran, who purchased 3,000,000 shares of our commonthe Company stock at $0.001$2.75 per share and due on demand. The balance due to the director was $46,390 as of April 10, 2017.30, 2020.

The shares that were issuedCompany entered into an agreement on March 1, 2020 with Blake G. McMahan to Ajay Rajendran were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.be its Interim CEO, See Note 8 above, “Commitments and Contingencies.”

Except for the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which the Company was or is a party since the beginning of the last fiscal year, or in any proposed transaction to which the Company proposes to be a party:

      (A) any of the director(s) or executive officer(s);

      (B) any nominee for election as one of the CompanysCompany’s direction

      (C) any person who is known by the Company to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to the CompanysCompany’s Common Stock, or

      (D) any member of the immediate family (including spouse, parents, children, siblings and in-laws) of nyany of the foregoing persons named in paragraph (A),(B) or (C) above.

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There are not currently any conflicts of interest by or among the Company’s current officer, director, key employee or advisors. The Company has not yet formulated a policy for handling conflicts of interest, if any arise; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

Item 14. Principal Accountant Fees and Services 

 

DuringPer the Company’s 8-K Filing with the Securities and Exchange Commission on November 20, 2019, TSR’s Board of Directors dismissed TAAD LLP (“TAAD”) as its independent registered public accounting firm. TAAD audited the Company’s financial statements for the years ended April 30, 2018 and April 30, 2019. On November 16, 2019, the TSR’s Board of Directors approved the engagement of Accell Audit & Compliance, P.A (“Accell”) as its independent registered public accounting firm for the fiscal year ended April 30, 2018,2020.

During the fiscal year ended April 30, 2020, we incurred approximately $19,898$18,800 in fees to our principal independent accountants for professional services rendered in connection withfor the audit and review of our April 30, 2017consolidated financial statements and for the reviews of our financial statements for the quarters ended July 31, 2017, October 31, 2017, and January 31, 2018.statements.

 

During fiscal year ended April 30, 2019, we incurred approximately $8,523 in fees to our principal independent accountants for professional services professional services rendered for the audit and review of our consolidated financial statements. 

Tax Fees

For the years ended April 30, 2020 and 2019, the Company paid $0 in fees for professional services rendered related to services rendered by our principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the years ended April 30, 2020 and 2019.

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PART IV

 

Item 15. Exhibits

The following exhibits are included as part of this report by reference:

 

Exhibit No.Description

31.1

Certification of Chief Executive Officer pursuantand Principal Accounting Officer Pursuant to the Securities Exchange Act of 1934, Rule 13a-14(a) or 15d-14(a).

Rules 13a-14 and 15d-14. Filed with this Form 10-K.

32.1

Certifications pursuantCertification Pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuantAdopted Pursuant to Section 906 of the Sarbanes- OxleySarbanes-Oxley Act of 2002.

Filed with this Form 10-K.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
 101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Taxonomy Extension Presentation Linkbase.

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SIGNATURES

 

 27 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1933,1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized  in Chennai August 14, 2018.authorized.

 

BELISS CORP.

[beliss_10kapril302018004.gif] By: s/ Ajay Rajendran

      Ajay Rajendran

  Chief Executive Officer,

      Chief Financial Officer,

      Principal Accounting Officer,

      Director

 28 
Treasure & Shipwreck Recovery, Inc.
Date: August 13, 2020By:/s/ Craig Huffman

Craig Huffman

President, Chief Financial Officer and Principal Accounting Officer

(Principal Executive Officer and Principal Accounting Officer)

 

Date: August 13, 2020By:/s/ Blake McMahan

Blake McMahan

Interim Chief Executive Officer

17