Cover
Cover - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | May 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2020 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --01-31 | |
Entity File Number | 333-233674 | |
Entity Registrant Name | Telidyne, Inc. | |
Entity Central Index Key | 0001101246 | |
Entity Incorporation, State or Country Code | NV | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 1,868,921 | |
Entity Common Stock, Shares Outstanding | 5,866,932 |
Balance Sheets
Balance Sheets - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Current Assets: | ||
Cash | $ 3,431 | $ 6,069 |
Prepaid Expenses | 2,450 | |
Subscription Receivable | 60,000 | |
Total current assets | 65,881 | 6,069 |
Property and equipment: | ||
Furniture & Fixtures | 292 | 487 |
Other Assets | ||
Long term Prepayment | 3,600 | |
Total assets | 66,173 | 10,156 |
Current liabilities: | ||
Accounts payable | 18,209 | |
Accrued Expenses | 10,000 | 20,000 |
Total current liabilities | 28,209 | 20,000 |
Long term Liabilities | ||
Due to related party | 111,747 | 104,497 |
Total liabilities | 139,956 | 124,497 |
Stockholders' Deficits | ||
Common stock: par value; $0.0001 per share, 60,000,000 shares authorized, 5,600,264 shares outstanding 01/31/2020, 4,500,264 shares outstanding at 01/31/2019 | 560 | 450 |
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, 1,000,000 series A shares outstanding at 01/31/2019 | 100 | 100 |
Additional Paid-in capital | 86,746 | 12,356 |
Retained Deficits | (161,189) | (127,247) |
Total stockholders' deficits | (73,783) | (114,341) |
Total liabilities and stockholders' deficits | $ 66,173 | $ 10,156 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2020 | Jan. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common Stock, shares authorized | 60,000,000 | 60,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares issued and outstanding | 5,600,264 | 4,500,264 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued and outstanding | 1,000,000 | 1,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 15,752 | |
Sales from related party | 1,000 | |
Total Sales | 16,752 | |
Cost of Sales related party | 4,717 | |
Cost of Sales | 3,300 | |
Gross Margin | 8,735 | |
Selling, general and administrative expenses | 42,677 | 116,141 |
Operating loss | (33,942) | (116,141) |
Income before provision for Income Taxes | (33,942) | (116,141) |
Provision for income taxes | ||
Net Loss | $ (33,942) | $ (116,141) |
Loss per weighted average share: | $ (0.007) | $ (0.034) |
Weighted Average number of shares | 5,048,264 | 3,382,764 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Stock Series C & A | Common Stock | Additional Paid-In Capital | Retained Deficits | Total |
Beginning balance, shares at Jan. 31, 2018 | 1,000,000 | 311,181,552 | |||
Beginning balance, amount at Jan. 31, 2018 | $ 100 | $ 3,018 | $ (1,712) | $ (11,106) | $ (9,700) |
Reverse split of common stock, shares | 30,264 | ||||
Reverse split of common stock, amount | $ 3 | 3,115 | |||
Shares issued for cash, shares | 1,000,000 | 4,470,000 | |||
Shares issued for cash, amount | $ 100 | $ 447 | 10,953 | 11,500 | |
Retire series C preferred stock, shares | (1,000,000) | ||||
Retire series C preferred stock, amount | $ (100) | ||||
Net loss | (116,141) | (116,141) | |||
Ending balance, shares at Jan. 31, 2019 | 1,000,000 | 4,500,264 | |||
Ending balance, amount at Jan. 31, 2019 | $ 100 | $ 450 | 12,356 | (127,247) | (114,341) |
Shares issued for cash, shares | 1,100,000 | ||||
Shares issued for cash, amount | $ 110 | 74,390 | 74,500 | ||
Net loss | (33,942) | (33,942) | |||
Ending balance, shares at Jan. 31, 2020 | 1,000,000 | 5,600,264 | |||
Ending balance, amount at Jan. 31, 2020 | $ 100 | $ 560 | $ 86,746 | $ (161,189) | $ (73,783) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Cash flows from operating activities | ||
Net Loss | $ (33,942) | $ (116,141) |
cash used in operating activities: | ||
Prepaid expenses and other assets | 1,150 | (3,300) |
Depreciation | 195 | |
Subscription receivable | (60,000) | |
Accounts payable | 18,209 | |
Accrued expenses | (10,000) | 10,000 |
Net cash used in operating activities | (84,388) | (109,441) |
Cash flows from investing activities | ||
Fixed assets | 487 | |
Net cash used in investing activities | (487) | |
Cash flows from financing activities | ||
Loans from shareholders | 7,250 | 104,497 |
Proceeds from sale of common stock | 74,500 | 11,500 |
Net cash provided by financing activities | 81,750 | 115,997 |
Net increase (decrease) in cash | (2,638) | 6,069 |
Cash beginning of period | 6,069 | |
Cash end of period | 3,431 | 6,069 |
Cash paid during the fiscal year for; | ||
Income taxes | 0 | 0 |
Interest | $ 0 | $ 0 |
BUSINESS ORGANIZATION
BUSINESS ORGANIZATION | 12 Months Ended |
Jan. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION | Impact of COVID-19 Pandemic Telidyne Inc. (formerly known as TEC technology, Inc.) was incorporated on December 5, 2011 in the State of Nevada. (the “Company”). On July 25, 2012, the Company divested all three of its wholly owned subsidiaries which conducted 100% of the Company’s operations, i.e.: (i) TEC Technology Limited, Hong Kong, (ii) Anhui TEC Tower Co., Limited, PRC, and (iii) Zhejiang TEC Tower Co., Limited, PRC. Thus, subsequent to that date, the Company had no subsidiaries and no operations going forward. On March 22, 2018 Company changed its name to Telidyne Inc. and carried out a reverse split of its common stock, par value $0.001, at a ratio of one-for-one thousand. This reverse stock split became effective on March 22, 2018 and, unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in this Report and the accompanying financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split of 1000: 1. On March 24, 2018 the Company started developing software to provide technologies and platforms to a wide variety of companies to disrupt the ecommerce with Blockchain technology. The Company has developed a mobileApp named ‘TELI” that facilitates peer to peer payments and third-party payments. The Company continues to further optimize its Mobile App and also provide custom software developing and modification services to various customers. The Company located its office at 110 Bi-County Blvd., Ste 124, Farmingdale, NY 11735 On January 18, 2019, the Company re-domiciled from Nevada to Delaware through a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, the issuer, Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”) became a direct wholly owned subsidiary of a newly formed Delaware corporation, Telidyne Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. In accordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common stock of the Holding Company. Thus in accordance with section 251(g) of the CGCL Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization. The COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in increasing the number of users for its Mobile App due to limited marketing resulting from lack of sufficient funds. Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and not taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 outbreak affects our business, financial results and financial condition include: the duration, spread and severity of the outbreak; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of presentation The financial Statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. The accounting policies confirm to the general accepted accounting principles in the United States of America and have been consistently applied in the preparation thereof. The Company has adopted January 31 as its fiscal year end. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 of the financial statements. Estimates also affect that reported amounts of revenues and expenses during the reporting period. Actual events and results could differ from those assumptions and estimates. Cash & Cash Equivalents Cash and cash equivalents include short-term liquid investments that are readily convertible to cash and have original maturities of nine months or less. Fixed Assets Furniture, Fixtures, Property and Equipment are stated at cost and are depreciated using the straight-line method over five years. Leasehold improvements are amortized over the shorter of the useful life or the remaining lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in operations. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized. Depreciation expense for twelve months ended January 31, 2020 was $195 and $0.0 for twelve months ended January 31, 2019. Capitalized Cost of external use Software The Company capitalizes certain costs incurred to purchase or create external-use software in accordance with FASB Accounting Standards Codification (ASC) Topic 985. To date, such costs have included external direct costs of materials and services incurred in the development of software for selling. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached once a viable prototype is achieved that meets the criteria for capitalization. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. Revenue Recognition Adoption of ASC 606 The Company adopted ASC 606 “Revenue from Contracts with Customers”, using the modified retrospective approach for all of its contracts. In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s contract with customers do not include significant financing component and any variable consideration. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The sales of software services are derived principally from developing custom software for customers, the Company recognizes revenue upon the delivery of products to the customers, which is when the goods delivered to the users’ designated address and it is probable that the Company will collect the payments. The Company plays the role of principal, according to ASC Topic 606 since Company is primarily responsible for fulfilling the obligation to provide the specified good and services and also controls the good s and services before they are transferred to the customer. Cost of sales The Company recognizes cost of sales as the accumulated total costs used to create a product or service, which has been sold. These costs included direct labor and salaries, direct materials and direct overhead involved in generating the sale. Presently, the Company issues contract to a related entity who carried out all the work for the required services under an order received from a customer by the Company. Basic and Diluted Earnings per Share Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock warrants and convertible notes. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to lack of dilutive items in the Company. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the current reporting periods. Fair Value of Financial Instruments ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Stock-based compensation The Company records compensation expense associated with stock options and other forms of employee and non-employee equity compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation”, formerly referenced as SFAS 123R, “Share-Based Payment”. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. During the twelve months ended January 31, 2020 and 2019, the Company incurred $-0- and $-0- in stock-based compensation expense. Other The Company is subject to substantial risks and uncertainties inherent in starting a new business. There are no assurances that the Company will be able to generate sufficient revenues or obtain sufficient funding necessary to continue in business. |
CONCENTRATION RISK
CONCENTRATION RISK | 12 Months Ended |
Jan. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION RISK | Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. The Company sold a substantial portion of software services to one third party customer (95%) in 2019 and the Company had no sales in fiscal year 2018. As of January 31, 2019, there was no amount due from this customer. The loss of the significant customer or the failure to attract the new customers could have a material adverse effect on our business, results of operations and financial condition for the Company. In 2019, the Company purchased a substantial portion of materials from a related party vendor (59%). As of January 31, 2019, the net amount due to this vendor was $2,087. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because it has experienced operating losses. When it is more likely than not that a tax asset cannot be realized through future income, the Company must take a full valuation allowance for this future tax benefit. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended January 31, 2020, or during the prior three years applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns have been appropriately filed by the Company. Income tax provision at the federal statutory rate 21% Effect of operating losses (21%) — % Net deferred tax assets consist of the following: January 31, January 31, Net operating loss carry forward $ 161,189 $ 127,247 Valuation allowance (161,189 ) (127,247) Net deferred tax asset $ — $ — A reconciliation of income taxes computed at the statutory rate is as follows: Year ended 2020 2019 Tax at statutory rate (21%) $ 33,942 $ 116,141 Increase in valuation allowance (33,942 ) (116,141) Income tax expenses $ — $ — The Company did not pay any income taxes during the year ended January 31, 2020 or 2019. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | The shareholders deficit of the Company was ($73,783) and ( $114,341) on January 31, 2020 and 2019, respectively. Common & Preferred Stock Common Stock The Company’s common stock trades on OTC market under the symbol “TLDN”. The Company is authorized to issue 60,000,000 shares of common stock, $0.0001 par value. As of January 31, 2020, there were 5,600,264 shares issued and outstanding and at January 31, 2019, there were 4,500,264 shares issued and outstanding. On January 10, 2020, the Company issued 600,000 shares of common stock to Thames Energy Consultants Ltd., a third party for $60,000, which amount will be collected within a year. Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred stock par value $0.0001 per share. Except as otherwise provided by law, the shares of the stock of the Corporation, regardless of the class, may be issued by the Corporation from time to time in such amounts and designations, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. As of January 31, 2019, there were 1,000,000 shares of Series A preferred shares, par value $0.0001 per share, issued and outstanding. As per the designation of Series A Preferred stock, each issued and outstanding Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.1; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class in all matters where holders of common stock will vote. On January 24, 2019, the Company issued 1,000,000 shares of series A Preferred shares to its Chairman & CEO, Aron Govil, in consideration for $100. |
HOLDING COMPANY REORGANIZATION
HOLDING COMPANY REORGANIZATION | 12 Months Ended |
Jan. 31, 2020 | |
Reorganizations [Abstract] | |
HOLDING COMPANY REORGANIZATION | On January 18, 2019, the Company completed a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, Telidyne Inc. a newly incorporated Delaware corporation (the “Holding Company”) became the successor issuer of Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”). In other words, the Holding Company is now the public entity. In accordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common svtock of the Holding Company. Thus in accordance with section 251(g) of the CGCL, after the Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Jan. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures include: a. the nature of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. The Company rents its offices from its Chairman on a month to month basis at a monthly rent of $250.00. The Company can terminate this agreement at any time without prior notice or any liability. The Company had sales of $1000 in fiscal year ending January 31, 2020 from Ducon, an entity owned by Aron Govil, the major shareholder of the Company. The company has cost of sales from a related party of $4,717 in fiscal year ending January 31, 2020. Aron Govil, the major shareholder of the Company has provided a loan of $111,747 and $104,497 to the Company as of January 31, 2020 and 2019 respectively. This loan is non-interest bearing and is due upon demand by the shareholder. |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 12 Months Ended |
Jan. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND LIQUIDITY | The accompanying 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 and, thus, do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. However, the Company's ability to continue as a going concern is dependent upon generating profitable operations in the future and obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has incurred operating losses since Company has not had any sales. The Company has made investment in the development of a completely new mobile App TELI, which expenses have caused the Company to incur operating losses. Cash losses over the past several years have been financed by funds provided by the shareholder. Notwithstanding ongoing investment plans, the Company will likely require additional financing over the next twelve months to implement its planned business objectives and strategies. Accordingly, and in light of the Company's historic and continuing losses, there is substantial doubt about the Company's ability to continue as a going concern. The COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in increasing the number of users for its Mobile App due to limited marketing resulting from lack of sufficient funds. Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and not taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 outbreak affects our business, financial results and financial condition include: the duration, spread and severity of the outbreak; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | The Company will evaluate subsequent events through the date when the financial statements were issued. It is the Company’s policy to disclose subsequent information that it feels is important to the context of the financial statements. Company continues to market it mobile App TELI and get more subscribers. On February 14, 2020, the Company issued 66,667 shares of common stock to Tiger Trout Capital. A third party in consideration for $200,000.00. On April 14, 2020, the Company issued 33,334 shares of common stock to Tiger Trout Capital, a third party, in consideration for $100,000.00. On May 5, 2020, the Company issued 166,667 shares of common stock to Cemtrex Inc., a related party in consideration for $500,000.00. The COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in increasing the number of users for its Mobile App due to limited marketing resulting from lack of sufficient funds. Additionally, the COVID-19 outbreak has adversely affected the consumers who are preoccupied with health safety issues and not taking keen interest in following the new mobile Apps in the marketplace. Thus, this pandemic has substantially decreased our revenue opportunities and increased financial uncertainty. Given the unprecedented nature of the COVID-19 outbreak and the fast pace at which new developments relating to the outbreak are occurring, it is difficult to assess or predict the short-term or long-term effects of the outbreak on our financial performance. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 outbreak affects our business, financial results and financial condition include: the duration, spread and severity of the outbreak; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the outbreak; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery. The Company has not received any relief or stimulus package from the Government. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | The financial Statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. The accounting policies confirm to the general accepted accounting principles in the United States of America and have been consistently applied in the preparation thereof. The Company has adopted January 31 as its fiscal year end. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 of the financial statements. Estimates also affect that reported amounts of revenues and expenses during the reporting period. Actual events and results could differ from those assumptions and estimates. |
Cash & Cash Equivalents | Cash and cash equivalents include short-term liquid investments that are readily convertible to cash and have original maturities of nine months or less. |
Fixed Assets | Furniture, Fixtures, Property and Equipment are stated at cost and are depreciated using the straight-line method over five years. Leasehold improvements are amortized over the shorter of the useful life or the remaining lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in operations. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized. Depreciation expense for twelve months ended January 31, 2020 was $195 and $0.0 for twelve months ended January 31, 2019. |
Capitalized Cost of external use Software | The Company capitalizes certain costs incurred to purchase or create external-use software in accordance with FASB Accounting Standards Codification (ASC) Topic 985. To date, such costs have included external direct costs of materials and services incurred in the development of software for selling. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached once a viable prototype is achieved that meets the criteria for capitalization. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. |
Revenue Recognition | Adoption of ASC 606 The Company adopted ASC 606 “Revenue from Contracts with Customers”, using the modified retrospective approach for all of its contracts. In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s contract with customers do not include significant financing component and any variable consideration. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The sales of software services are derived principally from developing custom software for customers, the Company recognizes revenue upon the delivery of products to the customers, which is when the goods delivered to the users’ designated address and it is probable that the Company will collect the payments. The Company plays the role of principal, according to ASC Topic 606 since Company is primarily responsible for fulfilling the obligation to provide the specified good and services and also controls the good s and services before they are transferred to the customer. |
Cost of sales | The Company recognizes cost of sales as the accumulated total costs used to create a product or service, which has been sold. These costs included direct labor and salaries, direct materials and direct overhead involved in generating the sale. Presently, the Company issues contract to a related entity who carried out all the work for the required services under an order received from a customer by the Company. |
Basic and Diluted Net Income per Share | Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock warrants and convertible notes. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to lack of dilutive items in the Company. |
Dividends | The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the current reporting periods. |
Fair Value of Financial Instruments | ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Stock-based compensation | The Company records compensation expense associated with stock options and other forms of employee and non-employee equity compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation”, formerly referenced as SFAS 123R, “Share-Based Payment”. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. During the twelve months ended January 31, 2020 and 2019, the Company incurred $-0- and $-0- in stock-based compensation expense. |
Other | The Company is subject to substantial risks and uncertainties inherent in starting a new business. There are no assurances that the Company will be able to generate sufficient revenues or obtain sufficient funding necessary to continue in business. |
BUSINESS ORGANIZATION (Details
BUSINESS ORGANIZATION (Details Narrative) | 12 Months Ended |
Jan. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of Incorporation | Dec. 5, 2011 |
Reverse Stock Split | On March 22, 2018 Company changed its name to Telidyne Inc. and carried out a reverse split of its common stock, par value $0.001, at a ratio of one-for-one thousand. This reverse stock split became effective on March 22, 2018 and, unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in this Report and the accompanying financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split of 1000: 1 |
Reverse Stock Split Conversion Ratio | 1,000 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Accounting Policies [Abstract] | ||
Fiscal year end | --01-31 | |
Depreciation | $ 195 | |
Stock based compensation expense | $ 0 | $ 0 |
CONCENTRATION RISK (Details Nar
CONCENTRATION RISK (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Risks and Uncertainties [Abstract] | ||
Concestration risk, customer | The Company sold a substantial portion of software services to one third party customer (95%) in 2019 and the Company had no sales in fiscal year 2018 | |
Concentration risk, supplier | In 2019, the Company purchased a substantial portion of materials from a related party vendor (59%) | |
Accounts payable, major vendor | $ 2,087 |
INCOME TAXES - Income Tax Provi
INCOME TAXES - Income Tax Provisions at Federal Statutory Rate (Details) | 12 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax provision at the federal statutory rate | 21.00% |
Effect of operating losses | (21.00%) |
INCOME TAXES - Net deferred tax
INCOME TAXES - Net deferred tax assets (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 161,189 | $ 127,247 |
Valuation allowance | (161,189) | (127,247) |
Net deferred tax asset |
INCOME TAXES - Reconcilation of
INCOME TAXES - Reconcilation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate | $ 33,942 | $ 116,141 |
Increase in valuation allowance | (33,942) | (116,141) |
Income tax expenses |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income taxes paid | $ 0 | $ 0 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 31, 2020 | Jan. 10, 2020 | Jan. 31, 2019 | Jan. 24, 2019 | Jan. 31, 2018 | |
Stockholders' Deficit | $ (73,783) | $ (114,341) | $ (9,700) | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 5,600,264 | 4,500,264 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||
Preferred stock, series A, voting rights | Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.1; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class in all matters where holders of common stock will vote. | ||||
Consideration of shares issued | $ 100 | ||||
CEO and Chairman | |||||
Preferred stock, shares issued | 1,000,000 | ||||
Thames Energy Consultants Ltd. | |||||
Common stock, shares issued | 600,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Rent expense, quarterly | $ 250 | |
Cost of sales from related party | 4,717 | |
Major Shareholder [Member] | ||
Loans from shareholder | 111,747 | $ 104,497 |
Ducon [Member] | ||
Sales | 1,000 | |
Cost of sales from related party | $ 4,717 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 05, 2020 | Apr. 14, 2020 | Feb. 14, 2020 | Jan. 31, 2020 | Jan. 31, 2019 |
Common stock, shares issued | 5,600,264 | 4,500,264 | |||
Consideration of shares issued | $ 100 | ||||
Tiger Trout Capital | |||||
Common stock, shares issued | 33,334 | 66,667 | |||
Consideration of shares issued | $ 100,000 | $ 200,000 | |||
Cemtrex, Inc. | |||||
Common stock, shares issued | 166,667 | ||||
Consideration of shares issued | $ 500,000 |