Item 1. Description of Business
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.
General information about the Company
Battlers Corp. was incorporated in February 3, 2016, in the state of Nevada, USA. The Company is located in Greece and is working in the field of short video production. The key management of the Company is Stepan Feodosiadi, who is our sole officer and director, President and treasurer. As of the date of this quarterly report, our Sole officer and director has purchased 4,000,000 of the common stock of the Company.
Business overview
In developing our company, management believes that marketing videos are trendy for every area of advertising and remains popular among developed and start-up companies. We believe that for companies, having such a marketing tool on their websites and any promotion stages shows it is a step ahead of competitors in the same area of work. Stepan Feodosiadi, our sole officer and director, believes that powerful video marketing is the leading marketing tool that in this industry will have more success in the future perspective.
Marketing videos on the Internet or your website enables you to generate the engaging experience that you need in successful online marketing. When using online video marketing on your website, you are informing your website visitors that they are needed and important to you and that you will invest some time and effort to ensure that they have a thorough experience when showing up at your company website or any promotion activities of your company.
Video production industry overview
The management of the Company believes that promotional videos are one of the top forms of online mass communication that companies can benefit from utilizing. All businesses, small and large, are jumping on board to get their start with online.
Based on the experience of our sole officer and director in the video production area we can estimate the following steps for video production:
1.Planning of the concept of the video
2.Planning technical aspects to create the video
3.Production stage
4.Post-production, which means putting the video together through editing and fine-tuning the visuals and sound
Our company is engaged in every one of the above-mentioned steps, but mostly in post-production. We believe that this part of the whole video production process takes a lot of time and we are going to focus on it.
Target market
Battlers Corp. is planning to develop itself in the industry of video production. First of all we are oriented on companies, which are working in the marketing and advertising industry. The Company will offer them its service and will be negotiating to sign a long term agreement for future services. Stepan Feodosiadi, who is in charge of all of the Company’s processes, will perform such negotiations. He is planning to offer family greeting videos for private individuals also.
One of our various target streams is preparation of business projects for the companies, for example start up project presentation, new project development introduction, and attracting investors’ presentation.
As of March 31, 2017 we have signed four contracts and provide our services to our customers Focus on Peristeri ES, Pocket MGZ, NTI TEILS MONOPROSOPI EPE - MARKELLOU D. MARIA and SYMEONIDOU EFFIMIA & SIA EE.
Necessary equipment and software
Our sole officer and director is providing his computers for the Company’s current needs. The Company owns a video editing software program, which allows us to log and transfer video onto a hard drive (internal or external), where it can be edited, processed, and output to a wide variety of formats.
The Company also has a big screen TV, which is placed in our offices for our future customers to review the videos made by us. The equipment of the Company was purchased in July 2016.
As of the date of this annual report the Company has purchased the following equipment and materials for our business process: Photo camera PD453, Big screen TV, Final Cut Pro, Steadicam Steadimate 30 with Aero 30 Arm and Zephyr Vest, Sigma 18-35mm f/1,8 DC HSM, Nikkor 50mm f/1,8G and Nikkor 18-135mm f/3,5-5,6. We believe that with this equipment we became more competitive and attractive to our potential customers, as our postproduction service has become wider and the quality of video has been improved.
Marketing
We also anticipate using many of the social media technologies currently available to market our service of video production such as: Twitter, Facebook, Instagram, and YouTube. The Company is planning to attempt marketing exhibitions to get more known throughout our future customers and competitors. Marketing will be an ongoing process throughout all of our operation history.
Employees
We are a new, developing company and currently have only one employee, who is also our sole officer and director Stepan Feodosiadi.
Office facilities
Our management believes that video production business has more opportunities and the production area is more extensive in Greece. Based on this prediction the Company has signed a lease agreement for renting an office space till December 31, 2018, which is located at the following address: Delfon 2, Athens 106 80 Greece.
Competitors
Based on the fact that we are a start-up company that has recently started our operations we assume we will have strong competition from well-developed companies in our area of work. We face strong competition from Expose Prod Video Production, Production Service Network, and XYZ Productions, which are all based in Greece and have developed their names in the industry.
Bankruptcy or Receivership or Similar Proceedings
None.
Legal Proceedings
Neither the Company nor any of its officers, directors or beneficial shareholders (greater than 10%) is involved in any litigation or legal proceedings involving the business of the Company.
Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to video production service and operation of any facility in any jurisdiction in which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however, we will have to comply with all applicable export and import regulations.
Item 1A.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. We intend to quote on the OTC Bulletin Board. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of June 30, 2018, no shares of our common stock have traded
Number of Holders
As of June 30, 2018, the 4,945,500 issued and outstanding shares of common stock were held by a total of 32 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended June 30, 2018 and 2017.
Recent Sales of Unregistered Securities
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On July 5, 2016, the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.
During November 2016, the Company issued 197,500 shares of common stock for cash proceeds of $3,950 at $0.02 per share.
During December 2016, the Company issued 711,500 shares of common stock for cash proceeds of $14,151 at $0.02 per share.
During January 2017, the Company issued 36,500 shares of common stock for cash proceeds of $726 at $0.02 per share.
There were 4,945,500 shares of common stock issued and outstanding as of June 30, 2018.
Purchase of our Equity Securities by Officers and Directors
On July 5, 2016, the Company offered and sold 4,000,000 restricted shares of common stock to our president and director, Stepan Feodosiadi, for a purchase price of $0.001 per share, for aggregate offering proceeds of $4,000, 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.
Other Stockholder Matters
None.
Item 6.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in 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.
Results of Operations for the years ended June 30, 2017 and 2018:
Revenue and cost of services
For the years ended June 30, 2017 and 2018 the Company generated total revenue of $43,087 and $2,980, accordingly from providing video services to customers. Cost of services for the years ended June 30, 2017 and 2018 was $22,312 and $0 accordingly. There was limited activity for the year ended June 30, 2018 due to business being suspended due to personal reasons of the director.
Operating expenses
Total operating expenses for the years ended June 30, 2017 and 2018, were $27,119 and $15,141 accordingly. The decrease in operating expenses related to the decrease of the Company’s activity and mentioned above.
Net Loss
The net loss for the years ended June 30, 2017 and 2018 was $6,344 and $12,161 accordingly.
Liquidity and Capital Resources and Cash Requirements
At June 30, 2018, the Company had no cash ($1,173 as of June 30, 2017). Furthermore, the Company had a working capital deficit of $4,810 (surplus of $623 as of June 30, 2017).
During the year ended June 30, 2017, the Company used $9,012 of cash in operating activities due to its net loss, increase in prepaid rent of $4,090 and depreciation of $1,422. During the year ended June 30, 2018, the Company used $2,163 of cash in operating activities due to its net loss, decrease in prepaid rent of $2,760 and depreciation of $7,238.
During the year ended June 30, 2017 and 2018 the Company used $16,609 and $510 for the purchase of video production equipment in investing activities, respectively.
During the year ended June 30, 2017 and 2018, the Company generated $24,805 and $1,500 cash in financing activities, respectively.
Our independent registered public accounting firm has issued a going concern opinion. This means that there is a substantial doubt that we can continue as a going concern for the next twelve months unless we obtain additional capital to pay our bills.
To meet our needs for cash we are attempting to raise money from selling shares of stock and from selling our video production service. We believe that we will be able to raise enough money through selling shares of stock or through selling our service to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from the sale of stock and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through the sale of stock.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8.
Item 8. Financial Statements and Supplementary Data
BATTLERS CORP.
FINANCIAL STATEMENTS
For the Years Ended June 30, 2017 and June 30, 2018
Page
Report of Independent Registered Public Accounting Firm
Balance Sheets as of June 30, 2017 and June 30, 2018
Statements of Operations for the years ended June 30, 2017 and June 30, 2018
Statement of Stockholders’ Equity as of June 30, 2017 and June 30, 2018
Statements of Cash Flows for the years ended June 30, 2017 and June 30, 2018
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders of
Battlers Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Battlers Corp. (the “Company”) as of June 30, 2018 and 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2018 (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 June 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits 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 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 audits 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 audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated sufficient cash flows from operations to fund its business operations. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2016
Farmington, Utah
December 3, 2018
BATTLERS CORP.
Balance Sheets
ASSETS
June 30, 2018
June 30, 2017
Current Assets
Cash and cash equivalents
Prepaid rent
$
-
1,330
$
1,173
4,090
Total Current Assets
1,330
5,263
Fixed Assets
Equipment, net
8,459
15,187
Total Fixed Assets
8,459
15,187
Total Assets
$
9,789
$
20,450
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Loan from director
$
6,140
$
4,640
Total Current Liabilities
6,140
4,640
Total Liabilities
6,140
4,640
Commitments and Contingencies
Stockholders’ Equity(Deficit)
Common stock, par value $0.001; 75,000,000 shares authorized, 4,945,500 and 4,945,500 shares issued and outstanding as of June 30, 2018 and June 30, 2017, respectively
4,945
4,945
Additional paid in capital
17,882
17,882
Accumulated deficit
(19,178)
(7,017)
Total Stockholders’ Equity
3,649
15,810
Total Liabilities and Stockholders’ Equity
$
9,789
$
20,450
See accompanying notes, which are an integral part of these financial statements
BATTLERS CORP.
Statements of Operations
Year ended June 30, 2018
Year ended June 30, 2017
REVENUES
$
2,980
$
43,087
Cost of services
-
22,312
Gross Profit
2,980
20,775
OPERATING EXPENSES
General and Administrative Expenses
15,141
27,119
TOTAL OPERATING EXPENSES
15,141
27,119
NET INCOME (LOSS) FROM OPERATIONS
(12,161)
(6,344)
INCOME (LOSS) BEFORE INCOME TAXES
(12,161)
(6,344)
PROVISION FOR INCOME TAXES
-
-
NET INCOME (LOSS)
$
(12,161)
$
(6,344)
NET LOSS PER SHARE: BASIC AND DILUTED
$
(0.00)
$
(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
4,945,500
4,521,032
See accompanying notes, which are an integral part of these financial statements
BATTLERS CORP.
Statement of Changes in Stockholders’ Equity (Deficit)
See accompanying notes, which are an integral part of these financial statements
BATTLERS CORP.
Statements of Cash Flows
Year ended
June 30, 2018
Year ended
June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$
(12,161)
$ (6,344)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Prepaid rent
2,760
(4,090)
Depreciation
7,238
1,422
CASH FLOWS USED IN OPERATING ACTIVITIES
(2,163)
(9,012)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment
(510)
(16,609)
CASH FLOWS USED ININVESTING ACTIVITIES
(510)
(16,609)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from director loan
1,500
1,978
Proceeds from sale of common stock
-
22,827
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
1,500
24,805
NET INCREASE (DECREASE) IN CASH
1,173
(816)
Cash, beginning of period
1,173
1,989
Cash, end of period
$
-
$ 1,173
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
$
-
$ -
Income taxes paid
$
-
$ -
See accompanying notes, which are an integral part of these financial statements
BATTLERS CORP.
Notes to the financial statements
JUNE 30, 2018
Note 1 - ORGANIZATION AND NATURE OF BUSINESS
Battlers Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 3, 2016. Battlers Corp. is a startup company, which produces videos, advertising shorts for TV and websites, wedding videos, family videos, vacation records reduction and business presentation records for marketing and other needs in Greece. The Company’s registered office is located at No.1 Street, Sophora Court, 1/27, Larnaka, Cyprus, 6021.
Our future operations and earnings currently depend on the results of the Company’s operations outside the United States. There can be no assurance that the Company will be able to successfully continue to conduct such operations, and a failure to do so would have a material adverse effect on the Company’s financial position, results of operations, and cash flows. Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, competition, changes in regulations, changes in accounting and taxation standards, inability to achieve our overall long-term goals, and global or regional catastrophic events. Because the Company is dependent on its operations outside of the Unites States for all its revenue, the Company may be subject to various additional political, economic, and other uncertainties.
Note 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had revenues of $2,980 for the year ended June 30, 2018. The Company currently has negative operating cash flows, and has not established a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s yearend is June 30. The Company currently has negative operating cash flows, and has not established a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization using the straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of the Photo camera, big screen TV and other professional equipment is 5 years and the software program is 2 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 appropriate accounts and the resultant gain or loss is included in net income.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had no cash as of June 30, 2018 and $1,173 as of June 30, 2017.
BATTLERS CORP.
Notes to the financial statements
JUNE 30, 2018
Fair Value of Financial Instruments
ASC 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.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. 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; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. Through June 30, 2018 the Company’s revenues were generated from one customer: SYMEONIDOU EFFIMIA & SIA EE.
The Company’s revenues in 2018 were generated from SYMEONIDOU EFFIMIA & SIA EE.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (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 June 30, 2018, there were no potentially dilutive debt or equity instruments issued or outstanding.
Foreign Currency Translation
The Company’s functional and reporting currency is the U.S. dollar; which is why there isn’t any other comprehensive income/foreign currency translations. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.
BATTLERS CORP.
Notes to the financial statements
JUNE 30, 2018
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
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 July 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. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory.
The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard will be effective for the Company in the fiscal year beginning July 1, 2018, with an option to adopt the standard for the fiscal year beginning July 1, 2017. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures.
Note 4 - FIXED ASSETS
Equipment
Cost
As at June 30, 2016
$
-
Additions
16,609
Disposals
-
As at June 30, 2017
$
16,609
Additions
Disposals
-
As at June 30, 2018
$
17,119
Depreciation
As at June 30, 2016
$
(-)
Change for the period
(1,422)
As at June 30, 2017
$
(1,422)
Change for the period
(7,238)
As at June 30, 2018
$
(8,660)
Net book value
$
8,459
BATTLERS CORP.
Notes to the financial statements
JUNE 30, 2018
Note 5 - LOAN FROM DIRECTOR
For the year ended June 30, 2018 and 2017, our sole director has loaned to the Company $1,500 and $1,978. This loan is unsecured, non-interest bearing and due on demand. The balance due to the director was $6,140 and $4,640 as of June 30, 2018 and June 30, 2017, respectively.
Note 6 - COMMITMENTS AND CONTINGENCIES
The Company has signed a lease agreement for renting an office space, which is located at the following address: Delfon 2, Athens 106 80 Greece. Rent started from September 1, 2016 and terminates on December 31, 2018. The agreed rental fee is $230 per month. For the year ended June 30, 2018 the Company has $2,760 expense for rent and the amount of $1,330 is in prepaid rent.
Note 7 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On July 5, 2016, the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.
During November 2016, the Company issued 197,500 shares of common stock for cash proceeds of $3,950 at $0.02 per share.
During December 2016, the Company issued 711,500 shares of common stock for cash proceeds of $14,151 at $0.02 per share.
During January 2017, the Company issued 36,500 shares of common stock for cash proceeds of $726 at $0.02 per share.
There were 4,945,500 shares of common stock issued and outstanding as of June 30, 2018.
Note 8 - INCOME 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.
On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company has foreign earnings and therefore, there may be a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118.
As of June 30, 2018 the Company had net operating loss carry forwards of approximately $19,178 that may be available to reduce future years’ taxable income in varying amounts through 2038. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
BATTLERS CORP.
Notes to the financial statements
JUNE 30, 2018
The valuation allowance at June 30, 2018 was approximately $4,028. The net change in valuation allowance during the year ended June 30, 2018 was $1,642. In assessing the reliability 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. The Company recognizes interest and penalties related to unrecognized tax benefits in operating expenses. The Company has not recognized any interest and penalties in 2018 and 2017.
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 June 30, 2018. All tax years since inception remains open for examination by taxing authorities.
The provision for Federal income tax consists of the following:
As of June 30, 2018
As of June 30, 2017
Non-current deferred tax assets:
Net operating loss carry forward
$
(4,028)
(2,386)
Valuation allowance
$
4,028
2,386
Net deferred tax assets
$
-
-
Actual tax expense (benefit)
$
-
-
The actual tax benefit at the expected rate of 21% (34% for 2017) differs from the expected tax benefit for the year ended June 30, 2018 as follows:
As of June 30, 2018
As of June 30, 2017
Computed "expected" tax expense (benefit)
$
(2,554)
(2,157)
Impact of rate changes on valuation allowance
-
Change in valuation allowance
$
1,642
2,157
Provision for income taxes
-
-
Note 9 - SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to June 30, 2018 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A
Item 9A Controls and Procedures
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States 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 subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2018 using the criteria established in “Internal Control - Integrated Framework 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, 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 June 30, 2018, the Company 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 June 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 June 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 misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2018 based on criteria established in Internal Control- Integrated Framework issued by COSO - 2013.
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.
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 June 30, 2017. 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 in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director are as follows:
Name and Address of Executive
Officer and/or Director
Age
Position
Stepan Feodosiadi,
No.1 Street, Sophora Court, 1/27, Larnaka, Cyprus, 6021
President, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer)
Stepan Feodosiadi has acted as our President, Treasurer, Secretary and Director since our incorporation on February 3, 2016. There was not any arrangement or understanding between Stepan Feodosiadi and any other person(s) pursuant to which he was selected as a director of the company. For the past five years Stepan Feodosiadi worked as a technical engineer in Larnaka, Cyprus for a video production company and got the needed skills for the current business of Battlers Corp. He was in charge of the video production projects and postproduction service and was in direct connection with clients, where he learned how to build the productive relationship with customers. We believe that these skills will help our sole officer and director run the Company’s business. Mr. Feodosiadi’s only occupation at the moment is managing the business processes of Battlers Corp. There was not any arrangement or understanding between Stepan Feodosiadi and any other person(s) pursuant to which he was selected as an officer of the company.
Stepan Feodosiadi owns 80.88% of the outstanding shares of our common stock. As such, it was unilaterally decided that Stepan Feodosiadi was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Stepan Feodosiadi intends to spend 75% of his time to planning and organizing activities of Battlers Corp., which means he will devote approximately 20 hours per week to the Company’s business.
During the past ten years, Stepan Feodosiadi has not been the subject to any of the following events:
1.Any bankruptcy petition filed by or against any business of which Stepan Feodosiadi was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3.An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Feodosiadi involvement in any type of business, securities or banking activities.
4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5.Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6.Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7.Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.Any Federal or State securities or commodities law or regulation; or
ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
TERM OF OFFICE
Our director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Stepan Feodosiadi, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no existing relationships which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.
Item 11.
Item 11. Executive Compensation
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer as of June 30, 2017 and June 30, 2018:
Summary Compensation Table
There are no current employment agreements between the company and its officer.
Stepan Feodosiadi currently devotes approximately 75% of his time to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
Director Compensation
The following table sets forth director compensation as of June 30, 2018:
The following table sets forth director compensation as of June 30, 2017:
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 30, 2018 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
(1) 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 outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
As of June 30, 2018, there were 4,945,500 shares of our common stock issued and outstanding.
Item 13.
Item 13. Certain Relationships and Related Transactions
Stepan Feodosiadi is our officer, director, control person and promoter and he shall receive no compensation for the placement of the offering. There is no any promoter(s) of the company other than Mr. Feodosiadi.
On July 5, 2016, we issued a total of 4,000,000 shares of restricted common stock to Stepan Feodosiadi in consideration of $4,000. Further, Stepan Feodosiadi has advanced funds to us. As of June 30, 2018, Stepan Feodosiadi advanced us $6,140. Mr. Feodosiadi will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Feodosiadi. Stepan Feodosiadi will be repaid from revenues of operations if and when we generate significant revenues to pay the obligation. There is no assurance that we will ever generate significant revenues from our operations. The obligation to Mr. Feodosiadi does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Feodosiadi or the repayment of the funds to Mr. Feodosiadi. We have a verbal agreement with our sole officer and director that, if necessary, he will loan the company funds to complete the registration process.
Item 14.
Item 14. Principal Accountant Fees and Services
During fiscal year ended June 30, 2018, we incurred approximately $5,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our June 30, 2017 financial statements and for the reviews of our financial statements for the quarters ended September 30, 2017, December 31, 2017 and March 31, 2018. During fiscal year ended June 30, 2018, we incurred $0 in tax.
During fiscal year ended June 30, 2017, we incurred approximately $6,600 in fees to our principal independent accountants for professional services rendered in connection with the audit of our June 30, 2016 financial statements and for the reviews of our financial statements for the quarters ended September 30, 2016, December 31, 2016 and March 31, 2017. During fiscal year ended June 30, 2017, we incurred $0 in tax.
PART IV
Item 15.
Item 15. Exhibits
The following exhibits are included as part of this report by reference:
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Athens, Greece on December 6, 2018.