The accompanying notes
are an integral part of these unaudited financial statements.
The accompanying
notes are an integral part of these unaudited financial statements.
NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)
For
the Nine Months Ended OCTOBER 31, 2019
1.0 BUSINESS
ORGANIZATION
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,
which include the following: (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 ‘Telibit” that facilitates
peer to peer payments and third party payments. The Company has started generating revenues through software development work
for various clients.
Telidyne
develops platforms for Global Smart Contracts. A Smart Contract utilizes blockchain technology and is essentially a digital agreement
between two parties that automatically executes itself. Smart contracts can be of any variety between two or more parties such
as (i) amounts to be paid, (ii) the transfer of documents (iii) the selling of a product and (iv) the consumption of a commodity
such as power. In ecommerce, such smart contracts allow direct transactions between sellers and buyers without the need for a
middle man.
The
Company has offices located at 112 W 34 St, Ste 18006, New York, NY 10120.
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.
2.0 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 nine months ended October 31, 2019 was $146 and $0.0 for nine months ended October 31,
2018.
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 nine months ended October 31, 2019 and 2018, 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.
3.0 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 December 31, 2018, 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:
|
|
|
October 31, 2019
|
|
January 31, 2019
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
136,588
|
|
|
$
|
127,247
|
|
Valuation allowance
|
|
|
(136,588
|
)
|
|
|
(127,247)
|
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
A
reconciliation of income taxes computed at the statutory rate is as follows:
|
|
|
Year ended October 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Tax at statutory rate (21%)
|
|
$
|
136,588
|
|
|
$
|
62,075
|
|
|
|
|
|
|
|
|
|
|
Increase in valuation allowance
|
|
|
(136,588
|
)
|
|
|
(62,075)
|
|
Income tax expenses
|
|
$
|
—
|
|
|
$
|
—
|
The
Company did not pay any income taxes during the nine months ended October 31, 2019 or 2018.
4.0 SHAREHOLDERS’
DEFICIT
The
shareholders’ deficit of the Company was ($109,182) and $($62,075) on October 31, 2019 and October 31, 2018, 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. The Company issued 500,000 shares of restricted common stock on February 22, 2019 to
a third party. As of October 31, 2019, there were 5,000,264 shares issued and outstanding and at January 31, 2019, there were
4,500,264 shares issued and outstanding.
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 October 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 his valuable services to the Company during the past fiscal year.
5.0 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 stock 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.
6.0 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 rent of $250.00 per quarter. The Company can terminate
this agreement at any time without prior notice or any liability.
The
Company outsources software services on a project by project basis to Cemtrex Technologies Pvt Ltd, a subsidiary of Cemtrex Inc.,
an entity which is controlled by Aron Govil.
Aron
Govil, the major shareholder of the Company has provided a loan of $111,747 to the Company as of October 31, 2019. This loan is
non-interest bearing and is due upon demand by the shareholder.
7.0 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 Telibit, 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.
8.0 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 Telibit and get more subscribers. There are no other subsequent events.