The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The Company has 10,000,000 common shares issued and outstanding as of September 30, 2016March 31, 2017 and December 31, 2015.
On November 18, 2013, the Company issued 10,000,000 founder’s shares of common stock at the par value of $0.001 to the Company’s CEO, Gene Nelson.2016.
During May 2016, the Company’s CEO Gene Nelson returned 4,000,000 sharesthree months ended March 31,2017, the Company received cash of $95 in satisfaction of common stock valued at $4,000, tosubscriptions receivable.
During the three months ended March 31, 2017, the Company calculated imputed interest expense on its notes payable in the aggregate amount of $1,274; this amount was charged to liquidate to fund operations. The Company sold the 4,000,000 shares receiving proceeds of $3,905 and a subscription receivable for $95.
9
additional paid-in capital.
ALL SOFT GELS INC.
Notes to Condensed Financial Statements
(Unaudited)
Note 57 – Subsequent Events
On November 30, 2016 the Company received an unsecured convertible loan of $35,000, non-interest bearing, due on demand and convertible into Common Stock at a rate of $0.002 per share, from a third party, to fund operations.None.
On December 15, 2016 the Company bought 1200 Bottles of Liquid Gels from S.T Distributing in the amount of $3,420.
On January 13, 2017 the Company received an unsecured convertible loan of $34,600, non-interest bearing, due on demand and convertible into Common Stock at a rate of $0.002 per share, from a third party, to fund operations.
On January 17, 2017 the company sold 400 Bottles as a bulk sale to a private Individual in the amount of 6,750.
On January 17, 2017, the Company paid an additional $4,717 to Gene Nelson, its CEO as partial payment of accrued salary.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW AND OUTLOOK
All Soft Gels, Inc. (“The Company”) was incorporated in the state of Nevada on November 18, 2013 to market a soft gel Kre-Alkalyn capsule.
For the ninethree months ended September 30, 2016,March 31, 2017, we had a net lossesloss of $69,373, as$19,375, compared to a net loss of $0$20,554 for the ninethree months ended September 30, 2015,March 31, 2016, respectively. Our accumulated deficit as of September 30, 2016March 31, 2017 was $69,423.$110,158. These conditions raise substantial doubt about our ability to continue as a going concern over the next twelve months.
Results of Operations for the Three Months Ended September 30,March 31, 2017 and March 31, 2016 and September 30, 2015
Revenues
The Company had no revenuesrevenue of $6,750 during the three month periods ending September 30, 2016 and September 30, 2015.months ended March 31, 2017; the Company had no revenue during the three months ended March 31, 2016.
Cost of goods sold
The Company had cost of goods sold of $1,140 during the three months ended March 31, 2017; the Company had no cost of goods sold during the three months ended March 31, 2016.
General and administrative expenses
General and administrative expenses were $24,282$23,711 for the three months ended September 30, 2016March 31, 2017 compared to $0$20,554 for the three months ended September 30, 2015.March 31, 2016. General and administrative expense for the three months ended September 30,March 31, 2017 and March 31, 2016 consisted of primarily of officer salary, legal and professionalaccounting fees, filing fees and bank service charges.
Interest expense
The Company had interest expense of $1,274 during the three months ended March 31, 2017; the Company had no interest expense during the three months ended March 31, 2016. Interest expense is attributable to interest on the company’s convertible debt.
Net loss
For the reasons above, our net loss for the three months ended September 30, 2016March 31, 2017 was $24,282$19,375 compared to $0$20,554 for the three months ended September 30, 2015.
Results of Operations for the Nine months Ended September 30, 2016 and September 30, 2015
Revenues
The Company had no revenues during the nine month periods ended September 30, 2016 and September 30, 2015.
General and administrative expenses
General and administrative expenses were $69,373 for the nine months ended September 30, 2016 compared to $0 for the nine months ended September 30, 2015. General and administrative expense for the nine months ended September 30, 2016 consisted primarily of officer salary, legal and accounting fees, filing fees, and bank service charges.
Net loss
For the reasons above, our net loss for the nine months ended September 30, 2016 was $69,373 compared to $0 for the nine months ended September 30, 2015.
Liquidity and Capital Resources
The following table summarizes total current assets, liabilities and working capital at September 30,March 31, 2016 compared to December 31, 2015.
| | September 30, 2016 | | | December 31, 2015 | | | March 31, 2017 | | | December 31, 2016 | |
| | | | | | | | | | | | |
Current Assets | | $ | 100 | | | $ | 50 | | | $ | 2,497 | | | $ | 3,580 | |
| | | | | | | | | | | | | | | | |
Current Liabilities | | $ | 59,618 | | | $ | 100 | | | $ | 101,143 | | | $ | 84,220 | |
| | | | | | | | | | | | | | | | |
Working Capital (Deficit) | | $ | (59,518 | ) | | $ | (50 | ) | | $ | (98,646 | ) | | $ | (80,640 | ) |
During the ninethree months ended September 30, 2016,March 31, 2017, the Company had cash used in operating activities of $3,855.$34,638. This consisted of Company’s net loss of $69,373 partially offset$19,375, increased by $65,518imputed interest expense of changes$1,274 and by net change in the components of working capital. During May 2016,capital in the Company’s President and Chief Executive officer Gene Nelson returned 4,000,000 sharesnet amount of common stock to the Company to liquidate to fund operations. During the nine months ended September 30, 2016, the Company sold the 4,000,000 treasury shares receiving proceeds of $3,905 to third party investors. $16,537.
As of September 30, 2016,March 31, 2017 we had cash of $100$217 and had a working capital deficit of ($59,518)98,646). We do not have sufficient working capital to pay our expenses for the next 12 months. Our plan for satisfying our cash requirements and to remain operational for the next 12 months is through sale of shares of our capital stock or convertible debt. We anticipate revenue during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. We cannot assure you we will be successful in meeting our working capital needs.
Should we not be able to continue to secure additional financing when needed, we may be required to slow down or suspend our business activities or reduce the scope of our current operations, any of which would have a material adverse effect on our business.
Our future capital requirements will depend on many factors, including the development of our business; the cost and availability of third-party financing for development; and administrative and legal expenses.
We anticipate that we will incur operating losses in the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth. To address these risks, we must, among other things, expand our customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.
Satisfaction of our cash obligations for the next 12 months.
As of September 30, 2016,March 31, 2017, we had cash of $100.$217. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.
Going concern.
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $69,423, had a$110,158, and have working capital deficit of ($59,518) at September 30, 2016,98,646) as of March 31, 2017, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.
Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.
Summary of product and research and development that we will perform for the term of our plan.
We are not anticipating significant research and development expenditures in the near future.
Expected purchase or sale of plant and significant equipment.
We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time.
Significant changes in the number of employees.
Assuming we are able to pursue revenue through the commencement of sales of products, we anticipate an increase of personnel and may need to hire employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate. We believe the use of third-party service providers may enhance our ability to control general and administrative expenses and operate efficiently.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that are material to investors.
Recently Issued Accounting Standards
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk.
This item is not applicable as we are currently considered a smaller reporting company.
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit pursuant to the requirements of the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, Gene Nelson, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on the evaluation, Mr. Gene Nelson concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:
| ● | The Company does not have an independent board of directors or audit committee or adequate segregation of duties; |
| ● | All of our financial reporting is carried out by our financial consultant; |
| ● | We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company. |
We plan to rectify these weaknesses by implementing an independent board of directors and hiring additional accounting personnel once we have additional resources to do so.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.
This item is not applicable as we are currently considered a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
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| | | | | | Incorporated by reference |
Exhibit | | Exhibit Description | | Filed herewith | | Form | | Period ending | | Exhibit | | Filing date |
| | | | | | | | | | | | |
31.1 | | | | X | | | | | | | | |
31.2 | | | | X | | | | | | | | |
32.1 | | | | X | | | | | | | | |
101.INS | | XBRL Instance Document | | X | | | | | | | | |
101.SCH | | XBRL Taxonomy Extension Schema Document | | X | | | | | | | | |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | X | | | | | | | | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | X | | | | | | | | |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | X | | | | | | | | |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | X | | | | | | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ALL SOFT GELS INC. | |
| | | |
Date: February 13,July 25, 2017 | By: | /s/ Gene Nelson | |
| | Gene Nelson | |
| | President, Chief Executive Officer |
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