STAR WEALTH GROUP INC. - FORM S-1/A

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EX-23.1 - CONSENT OF AUDITOR - STAR WEALTH GROUP INC.	ex23-1.txt

As filed with the Securities and Exchange Commission on December 31, 2014
Registration No. 333-200675

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A
AMENDMENT NO. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TERAFOX CORP.
(Exact name of registrant as specified in its charter)

NEVADA 3990
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Number)

str. Lege, 6, Sofia, Bulgaria, 1000

Phone: +17027932224

E-mail: terafoxcorp@gmail.com
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

BUSINESS FILINGS INCORPORATED.
311 S Division Street, Carson City, NV 89703
Tel: 608-827-5300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:
Scott Doney| Attorney
4955 S. Durango Dr. | Las Vegas, NV 89113
Office: (702) 982-5686
Email - scott@doneylawfirm.com

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered per Share (1) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 9,000,000 $0.01 $90,000 $10.46
===========================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (o) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

PRELIMINARY PROSPECTUS

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO
MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

TERAFOX CORP.

9,000,000 SHARES OF COMMON STOCK

This is the initial offering of common stock of Terafox Corp. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 9,000,000 shares of common stock at a fixed price of $0.01 per
share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. We have not made any arrangements to place funds raised in this
offering in an escrow, trust or similar account. Any investor who purchases
shares in this offering will have no assurance that other purchasers will invest
in this offering. Accordingly, if we file for bankruptcy protection or a
petition for insolvency bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according to the
bankruptcy laws.

The offering is being conducted on a self-underwritten, best efforts basis,
which means our President, Aleksey Gagauz, will attempt to sell the shares. This
Prospectus will permit our President to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. In offering the securities on our behalf, he will rely on the safe harbor
from broker-dealer registration set out in Rule 3a4-1 under the Securities and
Exchange Act of 1934.

THE SHARES WILL BE OFFERED AT A FIXED PRICE OF $0.01 PER SHARE FOR A PERIOD OF
240 DAYS FROM THE EFFECTIVE DATE OF THIS PROSPECTUS. THE COMPANY MAY ELECT TO
EXTEND THIS INITIAL OFFERING FOR A PERIOD OF 360 DAYS AFTER THE DATE OF THIS
PROSPECTUS.

Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $ 0.01 Not Applicable $90,000
Total $ 0.01 Not Applicable $90,000

Terafox Corp. is a development stage company and has limited operations. To date
we have been involved primarily in organizational activities. We do not have
sufficient capital for operations, although we have purchased an initial
shipment of the products, which are supplied from China. Any investment in the
shares offered herein involves a high degree of risk. You should only purchase
shares if you can afford a loss of your investment. Our independent registered
public accountant has issued an audit opinion for Terafox Corp. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.

There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers
must remain current in their quarterly and annual filings with the SEC. If we
are not able to pay the expenses associated with our reporting obligations we
will not be able to apply for quotation on the OTC Bulletin Board. We do not yet
have a market maker who has agreed to file such application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 15 BEFORE BUYING ANY
SHARES OF TERAFOX CORP.'S COMMON STOCK.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUBJECT TO COMPLETION, DATED _________

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 15
USE OF PROCEEDS 15
DETERMINATION OF OFFERING PRICE 16
DILUTION 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 17
DESCRIPTION OF BUSINESS 29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 34
EXECUTIVE COMPENSATION 36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 37
PLAN OF DISTRIBUTION 38
DESCRIPTION OF SECURITIES 40
INDEMNIFICATION 41
INTERESTS OF NAMED EXPERTS AND COUNSEL 42
EXPERTS 43
AVAILABLE INFORMATION 43
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 43
FINANCIAL STATEMENTS 43
INDEX TO THE FINANCIAL STATEMENTS 44

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "TERAFOX CORP." REFERS TO TERAFOX CORP. THE FOLLOWING SUMMARY DOES
NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ
THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.

TERAFOX CORP.

We are a development stage company and our business is manufacture and
distribution of printed products. Our initial business operations will be
conducted in Sofia, Bulgaria. Terafox Corp was incorporated in Nevada on
February 26, 2014. We intend to use the net proceeds from this offering to
develop our business operations (See "Description of Business" and "Use of
Proceeds"). To implement our plan of operations we require a minimum of $30,000
for the next twelve months as described in our Plan of Operations. Being a
development stage company, we have very limited operating history. After twelve
months period we may need additional financing. If we do not generate any
revenue we may need a minimum of $15,000 of additional funding to pay for
ongoing advertising expenses and SEC filing requirements. We do not currently
have any arrangements for additional financing. Our principal executive offices
are located at str. Lege, 6, Sofia, Bulgaria, 1000. Our phone number is +
17027932224.

From inception until the date of this filing, we have had very limited operating
activities. Our financial statements from inception (February 26, 2014) through
September 30, 2014, reports no revenues and a net loss of $(676). Our
independent registered public accounting firm has issued an audit opinion for
Terafox Corp which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. We have spent $676 from inception
(February 26, 2014) through September 30, 2014. Our monthly burn was very
minimal during this time. Our expenses in this offering are estimated at $8,000,
and we will need a minimum of $30,000 for the next twelve months. As such, our
monthly burn rate for the next twelve months is estimated at $3,100. We will
have to utilize funds from Aleksey Gagauz, our officer and director, who has
verbally agreed to loan the company funds to complete the registration process.
If we receive no funds from Mr. Gagauz following the registration process, we
will run out of money shortly after effectiveness of this registration
statement.

To the date, we have developed our business plan, purchased one unit of
equipment from "Eagle Key Holdings Limited", which agreed to supply us with
industrial flatbed printing machines.

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations. Because
we are a shell company, the Rule 144 safe harbor is not available for the resale
of any restricted securities issued by us in any subsequent unregistered
offering. This will likely make it more difficult for us to attract additional
capital through subsequent unregistered offerings because purchasers of

securities in such unregistered offerings will not be able to resell their
securities in reliance on Rule 144, a safe harbor on which holders of restricted
securities usually rely to resell securities.

We are an "emerging growth company" as defined in the Jumpstart our Business
Startups Act of 2012. For as long as we are an emerging growth company, we will
not be required to comply with the requirements that are applicable to other
public companies that are not "emerging growth companies" including, but not
limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy
statements and the exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. We intend to take advantage of these
reporting exemptions until we are no longer an emerging growth company.

We have no plans or intentions to be acquired by an operating company nor do we
have plans to enter into a change of control or similar transaction or to change
our management.

THE OFFERING

The Issuer: TERAFOX CORP.

Securities Being Offered: 9,000,000 shares of common stock.

Price Per Share: $0.01

Duration of the Offering: The shares will be offered for a period of 240 days
from the effective date of this prospectus.

Gross Proceeds: $90,000

Securities Issued and
Outstanding: There are 4,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held by our sole officer and director, Aleksey
Gagauz.

Registration Costs: We estimate our total offering registration costs
to be approximately $8,000.

Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors you
should consider before deciding to invest in shares
of our common stock.

SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our unaudited financial
statements for the period from February 26, 2014 (Inception) to September 30,
2014.

FINANCIAL SUMMARY

September 30, 2014 ($)
----------------------
Cash and Deposits $ 7,649
Total Assets $17,649
Total Liabilities $14,325
Total Stockholder's Equity $ 3,324

STATEMENT OF OPERATIONS

Accumulated From
February 26, 2014
(Inception) to
September 30, 2014 ($)
----------------------
Total Expenses $ 676
Net Loss for the Period $ (676)
Net Loss per Share $ (0.00)

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.

RISKS ASSOCIATED TO OUR BUSINESS

WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND
PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT
BE AVAILABLE.

Our current operating funds are less than necessary to complete our intended
operations in the advertising of products and sales. We need the proceeds from
this offering to commence activities that will allow us to begin seeking
financing of our business plan. As of September 30, 2014, we had cash in the
amount of $7,694 and liabilities of $14,325. As of this date, we have had
limited operations and no income. The proceeds of this offering may not be
sufficient for us to achieve revenues and profitable operations. We may need

additional funds to achieve a sustainable sales level where ongoing operations
can be funded out of revenues. There is no assurance that any additional
financing will be available or if available, on terms that will be acceptable to
us.

MANY OF THE EXISTING COPMANIES THAT ENGAGE IN THE SALE OF PRINTED PRODUCTS
BUSINESS HAVE A GREATER, MORE ESTABLIHED DATABASE THAN US

There are few barriers of entry in the sale of printed products business and
level of competition is extremely high. There are many domestic companies
offering the same products. We will be in direct competition with them. Many
large companies have greater financial capabilities than us and will be able to
provide more favorable services to the potential customers. Many of these
companies may have a greater, more established customer base than us.

BECAUSE WE WILL PURCHASE OUR RAW MATERIALS FROM OVERSEAS, A DISRUPTION IN THE
DELIVERY OF IMPORTED SUPPLIES MAY HAVE A GREATER EFFECT ON US THAN ON OUR
COMPETITORS.

We will import raw materials for our supplier from China. Because we keep a
minimum stock of raw materials at our shop, we believe that disruptions in
shipping deliveries may have a greater effect on us than on competitors who keep
a greater stock of raw materials and/or warehouse supplies in the Europe.
Deliveries of our raw materials may be disrupted through factors such as:

(1) raw material shortages, work stoppages, strikes and political unrest;

(2) problems with ocean shipping, including work stoppages and shipping
container shortages;

(3) increased inspections of import shipments or other factors causing
delays in shipments; and

(4) economic crises, international disputes and wars.

Most of our competitors warehouse large quantities of raw materials they import
from overseas, which allows them to continue delivering their products for the
near term, despite overseas shipping disruptions. If our competitors are able to
deliver products when we cannot, our reputation may be damaged and we may lose
customers to our competitors.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.

We were incorporated on February 26, 2014 and to date have been involved
primarily in organizational activities. We have commenced limited business
operations. Accordingly, we have no way to evaluate the likelihood that our
business will be successful. Potential investors should be aware of the
difficulties normally encountered by new distribution companies and the high
rate of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties, complications and
delays encountered in connection with the operations that we plan to undertake.
These potential problems include, but are not limited to, unanticipated problems

relating to the ability to generate sufficient cash flow to operate our
business, and additional costs and expenses that may exceed current estimates.
Prior to production of printed products, we anticipate that we will incur
increased operating expenses without realizing any revenues. We expect to incur
significant losses into the foreseeable future. We recognize that if the
effectiveness of our business plan is not forthcoming, we will not be able to
continue business operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING. OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

We have accrued net losses of $676 for the period from our inception on February
26, 2014 to September 30, 2014, and have no revenues as of this date. Our future
is dependent upon our ability to obtain financing and upon future profitable
operations in the manufacturing and distribution of printed products. Further,
the finances required to fully develop our plan cannot be predicted with any
certainty and may exceed any estimates we set forth. We do, however, anticipate
that we will require $30,000 over the next 12 months in order to continue
operations. These factors raise substantial doubt that we will be able to
continue as a going concern. Harris & Gillespie CPA's, PLLC our independent
registered public accounting firm, has expressed substantial doubt about our
ability to continue as a going concern. This opinion could materially limit our
ability to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital when needed, we will not be
able to complete our business plan. As a result we may have to liquidate our
business and you may lose your investment. You should consider our independent
registered public accountant's comments when determining if an investment in
Terafox Corp. is suitable.

We require minimum funding of approximately $30,000 to conduct our proposed
operations for a period of one year. If we are not able to raise this amount, or
if we experience a shortage of funds prior to funding we may utilize funds from
Aleksey Gagauz, our officer and director, who has verbally agreed to advance
funds to allow us to pay for professional fees, including fees payable in
connection with the filing of this registration statement and operation
expenses. This agreement is filed as an exhibit 10.1. After one year we may need
additional financing. We do not currently have any arrangements for additional
financing.

If we are successful in raising the funds from this offering, we plan to
commence activities to start our operations. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to start our
operations.

THE EFFECT OF THE RECENT ECONOMIC CRISIS MAY IMPACT OUR BUSINESS, OPERATING
RESULTS OR FINANCIAL CONDITIONS.

The recent global crisis has caused disruption and extreme volatility in global
financial markets and increased rates of default and bankruptcy, and has
impacted levels of consumer spending. These macroeconomic developments may
affect our business, operating results or financial condition in a number of
ways. For example, our potential customers may never start spending with us, may
have difficulty paying us or may delay paying us for p. A slow or uneven pace of
economic recovery would negatively affect our ability to start our manufacture
and distribution business and obtain financing. Further, our products are
currently procured from a province of China and, should there be an interruption
in our supply of products, we might be unable to continue our operations.

WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.

We operate in a highly competitive environment. Our competition includes large,
small and midsized companies, and many of them may distribute similar products
in our markets at competitive prices. Highly competitive environment could
materially adversely affect our business, financial condition, results of
operations, cash flows and prospects.

WE HAVE AN ADVANCE FROM OUR SOLE OFFICER/DIRECTOR, A RELATED PARTY, WHICH MAY BE
CALLED UPON DEMAND AT ANY TIME WHICH COULD DEVASTATE THE FINANCIAL STATUS OF OUR
COMPANY.

Aleksey Gagauz, our sole officer and director, has the right to demand payment
of his related party advance to us at any time. As of September 30, 2014, Mr.
Gagauz advanced us $14,325. There is no due date for the repayment of the funds
advanced by Mr. Gagauz. This advance is unsecured, payable on demand and bears
no interest. If in the future, Mr. Gagauz demands payment for the funds he
advanced us, based on the limited cash reserves we have, we may cease to exist
and investors could lose everything they invested into our company.

BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 31% OR MORE OF OUR OUTSTANDING
COMMON STOCK, IF MAXIMUM OFFERING SHARES ARE SOLD, THEY WILL MAKE AND CONTROL
CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

If maximum offering shares will be sold, Aleksey Gagauz, our sole officer and
director, will own 31 % of the outstanding shares of our common stock.
Accordingly, he will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. The
interests of Aleksey Gagauz may differ from the interests of the other
stockholders and may result in corporate decisions that are disadvantageous to
other shareholders.

BECAUSE OUR CURRENT PRESIDENT HAS OTHER INTERESTS, HE MAY NOT BE ABLE OR WILLING
TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR
BUSINESS TO FAIL.

Aleksey Gagauz, our President, currently devotes approximately twenty hours per
week providing management services to us. While he presently possesses adequate
time to attend to our interest, it is possible that the demands on him from
other life interests could increase, with the result that he would no longer be
able to devote sufficient time to the management of our business. Mr. Gagauz
does not have any other existing business pursuits other than our company, but
he has family, hobbies and life activities that could divert his time and
attention away from our company. The loss of Aleksey Gagauz to our company could
negatively impact our business development.

IF ALEKSEY GAGAUZ, OUR PRESIDENT AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT
HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS SUSPENDING.
IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.

We extremely depend on the services of our president and director, Aleksey
Gagauz, for the future success of our business. The loss of the services of
Aleksey Gagauz could have an adverse effect on our business, financial condition
and results of operations. If he should resign or die we will not have a chief
executive officer. If that should occur, until we find another person to act as
our chief executive officer, our operations could be suspended. In that event it
is possible you could lose your entire investment.

BECAUSE COMPANY'S HEADQUARTER AND ASSETS ARE LOCATED OUTSIDE THE UNITED STATES,
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS NON-U.S. RESIDENT SOLE OFFICER AND DIRECTOR.

While we are organized under the laws of State of Nevada, our sole officer and
Director are non-U.S. resident and our headquarters and assets are located
outside the United States. Consequently, it may be difficult for investors to
affect service of process on them in the United States and to enforce in the
United States judgments obtained in United States courts against them based on
the civil liability provisions of the United States securities laws. Since all
our assets will be located outside U.S. it may be difficult or impossible for
U.S. investors to collect a judgment against us.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
an investor's shares.

BECAUSE WE HAVE ELECTED TO DEFER COMPLIANCE WITH NEW OR REVISED ACCOUNTING
STANDARDS, OUR FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR
COMPANIES.

We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1) of the Jumpstart Our
Business Startups Act. This allows us to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. As a result of our
election, our financial statements may not be comparable to companies that
comply with public company effective dates.

RISKS ASSOCIATED WITH THIS OFFERING

OUR PRESIDENT, ALEKSEY GAGAUZ DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A
BEST-EFFORT OFFERING, AND OUR BEST EFFORT OFFERING DOES NOT REQUIRE A MIMIMUM
AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH
FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE
INVESTMENT.

Aleksey Gagauz does not have any experience conducting a best-effort offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
effort offering does not require a minimum amount to be raised. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.

BECAUSE THERE IS NO ESCROW, TRUST OR SIMILAR ACCOUNT, THE OFFERING PROCEEDS
COULD BE SEIZED BY CREDITORS OR BY A TRUSTEE IN BANKRUPTCY, IN WHICH CASE
INVESTORS WOULD LOSE THEIR ENTIRE INVESTMENT.

There is no minimum amount of shares that we must sell in order to close this
offering. Any funds that we raise from our offering of 9,000,000 shares of
common stock will be immediately available for our use and will not be returned
to investors. Any investor who purchases shares in this offering will have no
assurance that other purchasers will invest in this offering. If we raise only a
nominal amount of proceeds, then we may be unable to implement our business plan
and we may have to suspend or cease operations and you may lose your investment
in us.

We do not have any arrangements to place the funds received from our offering of
9,000,000 shares of common stock in an escrow, trust or similar account.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws.

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $3,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.

BECAUSE WE ARE A SHELL COMPANY, IT WILL LIKELY BE DIFFICULT FOR US TO OBTAIN
ADDITIONAL FINANCING BY WAY OF PRIVATE OFFERINGS OF OUR SECURITIES.

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the holders of securities purchased in private offerings of our
securities we make to investors will not be able to rely on the safe harbor from
being deemed an underwriter under SEC Rule 144 in order to resell their
securities. This will likely make it more difficult for us to attract additional
capital through subsequent unregistered offerings because purchasers of
securities in such unregistered offerings will not be able to resell their
securities in reliance on Rule 144, a safe harbor on which holders of restricted
securities usually rely to resell securities.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. There is no guarantee
that he will be able to sell any of the shares. Unless he is successful in
selling all of the shares and we receive the proceeds from this offering, we may
have to seek alternative financing to implement our business plan.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume

information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
If we are not able to pay the expenses associated with our reporting obligations
we will not be able to apply for quotation on the OTC Bulletin Board. Market
makers are not permitted to begin quotation of a security whose issuer does not
meet this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 to 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Terafox Corp. and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

The estimated cost of this registration statement is $8,000. We will have to
utilize funds from Aleksey Gagauz, our officer and director, who has verbally
agreed to loan the company funds to complete the registration process. After the
effective date of this prospectus, we will be required to file annual, quarterly
and current reports, or other information with the SEC as provided by the
Securities Exchange Act. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. The costs
associated with being a publicly traded company in the next 12 months will be
approximately $8,000. If we are unable to generate sufficient revenues to remain
in compliance it may be difficult for you to resell any shares you may purchase,
if at all. Also, if we are not able to pay the expenses associated with our
reporting obligations we will not be able to apply for quotation on the OTC
Bulletin Board.

OUR SOLE OFFICER AND DIRECTOR HAVE NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.

We have never operated as a public company. Aleksey Gagauz, our sole officer and
director, has no experience managing a public company which is required to
establish and maintain disclosure controls and procedures and internal control

over financial reporting. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations, which are required for
a public company. However, if we cannot operate successfully as a public
company, your investment may be materially adversely affected. Our inability to
operate as a public company could be the basis of your losing your entire
investment in us.

AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);

* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and

* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.

Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.

INVESTORS THAT NEED TO RELY ON DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE
SHARES OF OUR COMMON STOCK.

We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future. Investors that need to rely on dividend income should not
invest in our common stock, as any income would only come from any rise in the
market price of our common stock, which is uncertain and unpredictable.
Investors that require liquidity should also not invest in our common stock.
There is no established trading market and should one develop, it will likely be
volatile and subject to minimal trading volumes.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A
POTENTIAL TAKEOVER OF US.

Though not now, in the future we may become subject to Nevada's control share
law. A corporation is subject to Nevada's control share law if it has more than
200 stockholders, at least 100 of whom are stockholders of record and residents
of Nevada, and it does business in Nevada or through an affiliated corporation.
The law focuses on the acquisition of a "controlling interest" which means the
ownership of outstanding voting shares sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the
voting power of the corporation in the election of directors: (i) one-fifth or
more but less than one-third, (ii) one-third or more but less than a majority,
or (iii) a majority or more. The ability to exercise such voting power may be
direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring person, and those
acting in association with it, obtains only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.

Nevada's control share law may have the effect of discouraging takeovers of the
corporation.

In addition to the control share law, Nevada has a business combination law
which prohibits certain business combinations between Nevada corporations and
"interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder," unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquirer to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.

The effect of Nevada's business combination law is to potentially discourage
parties interested in taking control of us from doing so if it cannot obtain the
approval of our board of directors.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of 33%, 66% and 100% respectively of the securities offered for sale by the
Company. There is no assurance that we will raise the full $90,000 as
anticipated.

Percentage of shares sold 33% 66% 100%
------------------------- ------- ------- -------
Net Proceeds (1) $30,000 $60,000 $90,000
Number of printing machines
in stock 2 3 4
Legal and professional fees $ 8,000 $ 8,000 $ 8,000
Lease expenses $ 6,000 $ 6,000 $ 6,000
Printing machines $10,000 $20,000 $30,000
Web-site -- $ 1,500 $ 1,500
Testing $ 1,000 $ 2,000 $ 3,000

Raw materials $ 2,000 $ 6,000 $ 9,000
Marketing campaign $ 2,900 $13,000 $25,500
Salary -- $ 3,000 $ 6,000
Other expenses $ 100 $ 500 $ 1,000

----------
(1) We do not intend to use any of the proceeds from the offering to pay for
the cost of the offering. The cost of the offering shall be loaned to us
from our officer and director, Aleksey Gagauz.

The above figures represent only estimated costs. We will establish a separate
bank account and all proceeds will be deposited into that account. Aleksey
Gagauz, our president and director, has verbally agreed to loan the company
funds to complete the registration process. Also, these loans would be necessary
if the proceeds from this offering will not be sufficient to implement our
business plan and maintain reporting status and quotation on the OTC Electronic
Bulletin Board. Mr. Gagauz will not be repaid from the proceeds of this
offering. There is no due date for the repayment of the funds advanced by Mr.
Gagauz. Our director will be repaid from revenues of operations if and when we
generate revenues to pay the obligation.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.

DILUTION

The price of the current offering is fixed at $0.01 per share. This price is
significantly higher than the price paid by the Company's officer for common
equity since the Company's inception on February 26, 2014. Aleksey Gagauz, the
Company's president and director, paid $0.001 per share for the 4,000,000 shares
of common stock he purchased from the Company.

As of September 30, 2014, the historical net tangible book value was $3,324 or
approximately $0.001 per share. Historical net tangible book value per share of
common stock is equal to our total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding as of September 30,
2014.

Assuming the completion of the sale of all 9,000,000 shares of common stock in
this offering, there will be 13,000,000 shares of common stock outstanding.

The following table illustrates per share of common stock dilution that may be
experienced by investors at various funding levels:

Funding Level 100% 66% 33%
------------- ----------- ----------- -----------
Proceeds $ 90,000 $ 59,400 $ 29,700
Shares Outstanding 13,000,000 9,940,000 6,970,000
Offering Price per Share $ 0.01 $ 0.01 $ 0.01
Net Tangible Book Value per
Share prior to Offering $ 0.001 $ 0.001 $ 0.001
Increase per Share attributable
to Investors $ 0.0062 $ 0.00534 $ 0.0037
Pro Forma Net Tangible Book Value
per Share after Offering $ 0.0072 $ 0.00634 $ 0.0047
Dilution to Investors $ 0.0028 $ 0.0037 $ 0.0053
Dilution as a Percentage of
Offering Price 28% 37% 53%

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our cash balance is $7,649 as of September 30, 2014. We believe our cash balance
is not sufficient to fund our limited levels of operations for any period of
time. We have been utilizing and may continue to utilize funds from Aleksey
Gagauz, our Chairman and President, who has informally agreed to advance funds
to allow us to pay for offering costs, filing fees, and professional fees. Mr.
Gagauz, however, has no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. In order to implement our plan of
operations for the next twelve month period, we require approximately $30,000 of
additional capital, as previously disclosed. Being a development stage company,
we have very limited operating history. After twelve months period we may need
additional financing. We do not currently have any arrangements for additional
financing. Our principal executive offices are located at str. Lege, 6, Sofia,
Bulgaria, 1000. Our phone number is + 17027932224.

We are a development stage company and have generated no revenue to the date.
Long term financing beyond the maximum aggregate amount of this offering will be
required to fully implement our business plan. The exact amount of funding will
depend on the scale of our expansion. We have not decided yet on the scale of
our expansion and on exact amount of funding needed for our long term financing.
If we do not generate any revenue we may need a minimum of $15,000 of additional
funding to run out business while we reassess our situation and decide on the
scale of our future expansion if any.

Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
start our proposed operations but we cannot guarantee that once we start
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 this
offering and will need to find alternative sources. At the present time, we have
not made any arrangements to raise additional cash, other than through this
offering.

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. Even if we
raise $90,000 from this offering, it will last one year, but we may need more
funds for business operations in the next year, and we will have to revert to
obtaining additional money.

Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.

We will lose our emerging growth company status on the earliest occurrence of
any of the following events:

1. on the last day of any fiscal year in which we earn at least $1
billion in total annual gross revenues, which amount is adjusted for
inflation every five years;

2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities
pursuant to an effective registration statement;

3. on the date on which we have, during the previous 3-year period,
issued more than $1 billion in non-convertible debt; or

4. the date on which such issuer is deemed to be a `large accelerated
filer', as defined in section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto."

A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:

1. it has an aggregate worldwide market value of the voting and
non-voting common equity held by its non-affiliates of $700 million or
more as of the last business day of the issuer's most recently
completed second fiscal quarter;

2. It has been subject to the requirements of section 13(a) or 15(d) of
the Act for a period of at least twelve calendar months; and

3. It has filed at least one annual report pursuant to section 13(a) or
15(d) of the Act.

As an emerging growth company, exemptions from the following provisions are
available to us:

1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires
auditor attestation of internal controls;

2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;

3. Section 14(i) of the Exchange Act (which has not yet been
implemented), which requires companies to disclose the relationship
between executive compensation actually paid and the financial
performance of the company;

4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been
implemented), which requires companies to disclose the ratio between
the annual total compensation of the CEO and the median of the annual
total compensation of all employees of the companies; and

5. The requirement to provide certain other executive compensation
disclosure under Item 402 of Regulation S-K. Instead, an emerging
growth company must only comply with the more limited provisions of
Item 402 applicable to smaller reporting companies, regardless of the
issuer's size.

Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. We have elected to maintain
our status as an emerging growth company and take advantage of the JOBS Act
provisions.

PLAN OF OPERATIONS

We have no assurance we will sell 100% of the shares as anticipated. Therefore
we have provided for three possible ways of continuing operations. We have
developed plan of operations considering sale of 33%, 66% and 100% of the shares
respectively. Minimum estimated amount necessary to start our business is
$30,000. We need assets to cover our costs for purchase and delivery of
industrial flatbed printing machine, general business and administrative costs,
marketing costs, raw materials.

IF 33% OF THE SHARES SOLD
($30,000 RAISED)

1. SHOP.
Time frame: completed
Estimate cost: $6,000
We have signed lease agreement as of July 01, 2014 with Sergey Pevlovski, Sofia,
Bulgaria. Leased premises will be used for setting up our printing machines and
manufacturing our printed products. Agreement comes into force on February 01,
2015.

2. OFFICE.
Time frame: 1st month.
Estimate cost: $0
In the beginning of our operations our office will be located in the apartment
of our director Aleksey Gagauz at the address: Lege, 6, Sofia, Bulgaria.

Mr. Gagauz will provide his apartment for company needs at no charge for as long
as it may be required.

3. PURCHASE AND DELIVERY OF INDUSTRIAL FLATBED PRINTING MACHINE.
Time frame: 2nd month.
Estimate cost: $10,000
We already have one industrial flatbed printing machine. We will purchase one
more printing machine, the cost of which is $10,000.

4. SET UP AND TESTING OF PRINTING MACHINES.
Time frame: 3rd month.
Estimate cost: $1,000.
The machine we purchased before has already been installed and tested and ready
for production. Once we get additional machine, we plan to install and test it
at our location. We will need to hire professionals to work part time, such as
electricians, mechanics and loaders. It will cost about $1,000 per one printing
machine.

5. SUPPLIES.
Time frame: 3rd - 4th months.
Estimate cost: $2,000.
We plan to purchase raw materials in accordance with sales volumes, but try to
keep the stock not lower than represented calculations.
1 existing printing machine +1 purchased printing machine (2 in stock) - $2,000.

6. ESTABLISH RELATIONSHIPS WITH POTENTIAL BUSINESS PARTNERS.
Time frame: 4th - 12th months.
Estimate cost: $0.
We already had telephone negotiations with major event, creative and
advertisement agencies in Bulgaria, which have shown interest to our product and
are ready to continue negotiations once we start manufacture process: Event
Design, Fiore Art Studio, Keybievent, Zen Studio, GoBox, 4ward. We plan to
continue negotiations with them after completion of our public offer and start
of manufacture process.

7. MARKETING.
Time frame: 5th - 12th months.
Estimate cost: $2,900.
We will be much limited in financing at this stage of development, therefore we
shall engage in inexpensive promotional activities. We will prepare advertising
flyers, booklets and souvenirs for handing out at fairs and exhibitions, sending
out to potential clients by mail, etc.

The following table shows the way we plan to distribute finances we have
allocated for marketing activities:

Leaflets, booklet, Internet advertising,
catalogues, other printed banners, landing pages,
advertisement groups in social networks Free samples TOTAL:
------------- ------------------------- ------------ ------
$1,000 $1,000 $900 $2,900

8. SALARIES.
Time frame: 4th month - forward
Estimated cost: unknown (depends on sales volumes)
We plan to hire sales manager, whose salary will make 15% of monthly sales. Our
sales manager will search for clients through internet search engines, such as
Google, Yandex, Yahoo, Baidu, Bing, and also visit various fairs, mail out free
samples to potential partners.
At this development stage we won't hire any additional employees, as all
operations will be conducted by our Director, who will work part-time.

9. OTHER EXPENSES.
Time frame: 4th - 12th months
Estimated cost: $100
We might have to spend more on other expenses, which can include: internet,
telephone, office supplies, etc.

TOTAL COST OF ALL OPERATIONS: $22,000
To implement our plan of operations ($22,000) and pay ongoing legal fee
associated with public offering ($8,000) we require a minimum of $30,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on marketing campaign and purchase of raw materials.

IF 66% OF THE SHARES SOLD
($60,000 RAISED)

2. OFFICE.
Time frame: 1st month.
Estimate cost: no cost anticipated
In the beginning of our operations our office will be located in the apartment
of our director Aleksey Gagauz at the address: Lege, 6, Sofia, Bulgaria. Mr.
Gagauz will provide his apartment for company needs at no charge for as long as
it may be required.

3. PURCHASE AND DELIVERY OF INDUSTRIAL FLATBED PRINTING MACHINE.
Time frame: 2nd month
Estimate cost: $20,000
We already have one industrial flatbed printing machine set up. We will purchase
two more printing machines, the cost of which is $20,000.

4. WEB-SITE DEVELOPMENT.
Time frame: 2nd - 3rd months.
Estimate cost: $1,500.

We will develop our e-commerce ready website with online store capabilities. Our
president and director, Aleksey Gagauz will be in charge of registering our web
domain. We plan to hire a web designer to help us with the design and
development of our website. We do not have any written agreements with any web
designers at current time. The website development costs, including site design
and implementation will be $1,500. Updating and improving our website will
continue throughout the lifetime of our operations.

5. SET UP AND TESTING OF PRINTING MACHINES .
Time frame: 3rd month.
Estimate cost: $2,000.
The machine we purchased before has already been installed and tested and ready
for production. Once we get additional machines, we plan to install and test
them at our location. We will need to hire professionals to work part time, such
as electricians, mechanics and loaders. It will cost about $2,000 for two
printing machines.

6. SUPPLIES.
Time frame: 3rd - 4th months.
Estimate cost: $6,000.
We plan to purchase raw materials in accordance with sales volumes, but keep the
stock not lower than represented calculations.
1 existing printing machine +2 purchased printing machines (3 in stock)- $6,000.

7. ESTABLISH RELATIONSHIPS WITH POTENTIAL BUSINESS PARTNERS.
Time frame: 4th - 12th months.
Estimate cost: no cost anticipated
We already had telephone negotiations with major event, creative and
advertisement agencies in Bulgaria, which have shown interest to our product and
are ready to continue negotiations once we start manufacture process: Event
Design, Fiore Art Studio, Keybievent, Zen Studio, GoBox, 4ward. We plan to
continue negotiations with them after completion of our public offer and start
of manufacture process.

8. MARKETING.
Time frame: 5th - 12th months.
Estimate cost: $13,000.
We will launch a multi-level marketing campaign. We will prepare advertising
flyers, booklets and souvenirs for handing out at fairs and exhibitions, sending
out to potential clients by mail, etc. We intent to launch our e-commerce ready
web-site, put banners on popular websites and advertisements in social networks.
We will send our commercial quotations to event, creative, PR and advertising
agencies, which can raise customer awareness and attract new partners. We shall
advertise in media, on radio, TV and on billboards.

The following table shows the way we plan to distribute finances we have
allocated for marketing activities:

Internet
advertising,
Leaflets, booklet, banners, landing Advertising in
catalogues, other pages, groups in media, on radio, TV,
printed advertisement social networks Free samples billboards TOTAL:
--------------------- --------------- ------------ ---------- ------

$3,000 $4,200 $2,000 $3,800 $13,000

9. SALARIES.
Time frame: 4th month - forward
Estimated cost: $3,000 (for 6 months, excluding sales manager)
We plan to hire sales manager, whose salary will make 15% of monthly sales. Our
sales manager will search for clients through internet search engines, such as
Google, Yandex, Yahoo, Baidu, Bing, and also visit various fairs, mail out free
samples to potential partners.
We will hire one employee to help with manufacture process. His monthly salary
will be $500 ($3,000 for 6 months).

10. OTHER EXPENSES.
Time frame: 4th - 12th months
Estimated cost: $500
We might have to spend more on other expenses, which can include: internet,
telephone, office supplies, etc.

TOTAL COST OF ALL OPERATIONS: $52,000
To implement our plan of operations ($52,000) and pay ongoing legal fee
associated with public offering ($8,000) we require a minimum of $60,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on purchase of additional printing machine and purchase of raw materials.

IF 100% OF THE SHARES SOLD
($90,000 RAISED)

2. OFFICE.
Time frame: 1st month.
Estimate cost: no cost anticipated

In the beginning of our operations our office will be located in the apartment
of our director Aleksey Gagauz at the address: Lege, 6, Sofia, Bulgaria. Mr.
Gagauz will provide his apartment for company needs at no charge for as long as
it may be required.

At this stage of development we will consider a possibility to establish office
in a separate premise.

3. PURCHASE AND DELIVERY OF INDUSTRIAL FLATBED PRINTING MACHINE.
Time frame: 2nd month
Estimate cost: $30,000
We already have one industrial flatbed printing machine set up. We will purchase
three more printing machines, the cost of which is $30,000.

4. WEB-SITE DEVELOPMENT.
Time frame: 2nd - 3rd months.
Estimate cost: $1,500.
We will develop our e-commerce ready website with online store capabilities. Our
president and director, Aleksey Gagauz will be in charge of registering our web
domain. We plan to hire a web designer to help us with the design and
development of our website. We do not have any written agreements with any web
designers at current time. The website development costs, including site design
and implementation will be $1,500. Updating and improving our website will
continue throughout the lifetime of our operations.

5. SET UP AND TESTING OF PRINTING MACHINES.
Time frame: 3rd month.
Estimate cost: $3,000.
The machine we purchased before has already been installed and tested and ready
for production. Once we get additional machines, we plan to install and test
them at our location. We will need to hire professionals to work part time, such
as electricians, mechanics and loaders. It will cost about $3,000 for three
printing machines.

6. SUPPLIES.
Time frame: 3rd - 4th months.
Estimate cost: $9,000.
We plan to purchase raw materials in accordance with sales volumes, but keep the
stock not lower than represented calculations.
1 existing printing machine +3 purchased printing machines (4 in stock)- $9,000.

8. MARKETING
Time frame: 5th - 12th months.
Estimate cost: $25,500.
At this stage of development we shall also advertise our product in media, on
radio, TV and on billboards. We plan to have a discount lottery at fairs and in
social networks. Such marketing action will raise awareness among people and
increase wholesale customers trust in our company.

The following table shows the way we plan to distribute finances we have
allocated for marketing activities:

$5,200 $8,500 $2,600 $9,200 $25,500

9. SALARIES.
Time frame: 4th month - forward
Estimated cost: $6,000 (for 6 months, excluding sales manager)
We plan to hire sales manager, whose salary will make 15% of monthly sales. Our
sales manager will search for clients through internet search engines, such as
Google, Yandex, Yahoo, Baidu, Bing, and also visit various fairs, mail out free
samples to potential partners.
We will hire two employees to help with manufacture process. Their monthly
salary will be $1,000 per two employees ($6,000 for 6 months).

10. OTHER EXPENSES
Time frame: 4th - 12th months
Estimated cost: $1,000
We might have to spend more on other expenses, which can include: internet,
telephone, office supplies, etc.

TOTAL COST OF ALL OPERATIONS: $82,000
To implement our plan of operations ($82,000) and pay ongoing legal fee
associated with public offering ($8,000) we require a minimum of $90,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on purchase of additional printing machine, purchase of raw materials and
marketing efforts.

FINANCE

We plan to implement our business plan as soon as funds from public offering
become available. The following table sets forth our 12-month budgeted costs
assuming the sale of 33%, 66% and 100% of shares, respectively. There is no
assurance that we will raise the full $90,000 as anticipated.

Percentage of shares sold 33% 66% 100%
------------------------- ------- ------- -------
Gross income $30,000 $60,000 $90,000
Number of printing machines
in stock 2 3 4
Legal and professional fees $ 8,000 $ 8,000 $ 8,000
Lease expenses $ 6,000 $ 6,000 $ 6,000
Printing machines $10,000 $20,000 $30,000
Web-site -- $ 1,500 $ 1,500
Testing $ 1,000 $ 2,000 $ 3,000
Raw materials $ 2,000 $ 6,000 $ 9,000
Marketing campaign $ 2,900 $13,000 $25,500
Salary -- $ 3,000 $ 6,000
Other expenses $ 100 $ 500 $ 1,000

The above figures represent only estimated costs.

In summary, during 1st-4th month we should have established our office,
developed our website and purchased equipment. After this point we should be
ready to start more significant operations and generate revenue. During months
5th-12th we will be executing our marketing campaign. There is no assurance that
we will generate any revenue in the first 12 months after completion of our
offering.

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.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

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

We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.

RESULTS OF OPERATIONS

FROM INCEPTION ON FEBRUARY 26, 2014 TO SEPTEMBER 30, 2014

Since inception, we have sold 4,000,000 shares of common stock to our sole
officer and director for net proceeds of $4,000.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2014, the Company had $7,649 cash and our liabilities were
$14,325 of which we owe $14,325 to our president Aleksey Gagauz. The available
capital reserves of the Company are not sufficient for the Company to remain
operational.

Since inception, we have sold 4,000,000 shares of common stocks to our sole
officer and director, at a price of $0.001 per share, for aggregate proceeds of
$4,000.

We are attempting to raise funds to proceed with our plan of operation. We will
have to utilize funds from Aleksey Gagauz, our officer and director, who has
verbally agreed to loan the company funds to complete the registration process.
This agreement filed as Exhibit 10.1. Our current cash on hand will be used to
pay the fees and expenses of this offering. To proceed with our operations
within 12 months, we need a minimum of $30,000.We cannot guarantee that we will
be able to sell all the shares required to satisfy our 12 months financial
requirement. If we are successful, any money raised will be applied to the items
set forth in the Use of Proceeds section of this prospectus. We will attempt to
raise at least the minimum funds necessary to proceed with our plan of
operation.

Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. The other source of cash would be a loan
from our President and Director, Aleksey Gagauz, with whom we have a verbal loan
agreement, filed as an exhibit 10.1, or we will consider selling additional
common stock. We currently do not have any such agreement in place. We must
raise cash to implement our strategy and stay in business. The amount of the
offering will likely allow us to operate for at least one year and have the
capital resources required to cover the material costs with becoming a publicly
reporting. The company anticipates over the next 12 months the cost of being a
reporting public company will be approximately $8,000.

We are highly dependent upon the success of the private offerings of equity or
debt securities, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking loans,
which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with no
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds, the Company would be
required to cease business operations. As a result, investors would lose all of
their investment.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

We account for income taxes as required by the Income Tax Topic of the FASB ASC,
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting Standards Codification Topic 820, "Disclosures About Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are

deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

DESCRIPTION OF BUSINESS

GENERAL

Our company TERAFOX CORP was incorporated on February 26, 2014 in the State of
Nevada United States of America, with an established end of fiscal year of
September 30. Director of our company Aleksey Gagauz was born in Bulgaria and
for the last 7 years has been working in company specialized in image printing
on various surfaces in the position of senior manager. He no longer works for
that business. As of today our company does not have any revenues, we possess
minimal assets and have already incurred losses since incorporation. We are a
development-stage company created for production of flyers, posters and printing
images on multiple surfaces, such as glass, leather, plastic, etc. using
automated industrial flatbed printing machine. TERAFOX CORP will position
themselves as high-quality manufacturer of printed products and specialist in
color image printing on various surfaces.

We have developed 12 months business plan, purchased and set up our first
printing machine and signed a lease agreement for a 3 year term as of July 01,
2014 with Sergey Pelovski, Sofia, Bulgaria. To the date we have set up our first
printing machine, tested its operation and plan to produce a range of
demonstration samples once we start manufacture process to attract potential
business partners. In the beginning we may not be able to provide enough revenue
to cover expenses for company presentation during first 12 months. We plan to
purchase one more printing machine if we sell 33% of the shares, and purchase
two or three more, if we sell 66% and 100% of the shares respectively. Our
director will provide for covering initial administrative expenses using his
personal assets.

Total estimated amount of assets necessary for our business start-up is $30,000.
We need assets to purchase and deliver printing machine, to cover general
running and administrative expenses, for business development and marketing,
auxiliary materials, to cover expenses connected with company public
presentation, payment of salaries and purchase of raw materials.

Depending on the amount of finance attracted, our company will consider
possibility of expansion to major Bulgarian cities.

PRODUCT

Our product can be represented by wide range of goods produced using industrial
flatbed printing machine we chose. Products include, but not limited to: flyers,
posters, booklets, pictures and other printed goods of that kind. Besides

regular paper printed products our printing machine has function to print images
on many other surfaces, such as, but not limited to:

organic materials: acrylic, plastics, leather, wooden articles, textile fabric,
silica gel, etc.;
inorganic materials: ceramics, glass, stone, crystal etc.;
metallic materials: gold, silver, copper, iron, stainless steel, aluminum alloy
etc.

Maximum printing heights is 25 sm, which widens the range of products we can
print images on: phone and tablet covers, pens and shirts, leather bags, key
chains, laptops, etc. There can be as many items in the list of possible
products as rich client's imagination may be.

Every person today wants to show his personality in any possible way. Terafox
Corp offers its clients a unique product, which can reflect personality of most
extraordinary individual. Our product can be any kind of color or black and
white image or text, which can be printed on almost any surface. Company willing
to highlight a promotional offer or some corporate event, private holiday or
birthday party, wedding or affair - we are able to satisfy any request of the
client! Anyone will value much a present with his photo or an image of his
favorite hobby printed on.

INDUSTRIAL FLATBED PRINTING MACHINE

We plan to purchase fully automated portable industrial flatbed printing machine
for printing on most surfaces. The printing machine does not require high
technical skills for product manufacture. The set of printing machine includes
the machine itself and all raw materials necessary for setting up and testing.
The cost of one machine is $10,000, which includes prime cost, delivery cost,
customs clearance and insurance.

Item: Industrial flatbed printing machine
S-SUN C4300
Import: China
Export: Bulgaria
Machine cost: $ 7,500
Country of origin: China
Cost of delivery and insurance:
Cost of delivery: $ 500
Insurance cost: $ 125
Total cost: $ 8,125
DTA --
VAT $ 1,875
Total: unit, import, customs and taxes $10,000

Industrial flatbed printing machine is not large, user-friendly, simple in
maintenance and doesn't require any special service. At the time this project is

being offered we have already purchased one printing machine S-SUN C4300,
provided by Chinese company Eagle Key Holdings Limited.

Technical characteristics:
Model Number: S-SUN C4300
Power: 60W
Weight: 85 kg
Dimensions: 750*900*730 mm
Production capacity: A4-25 seconds (may vary depending
on size)

TARGET MARKET

Our product is unique enough to get any market segments interested. We can
determine two different directions our product can cover - corporate and
private.

By corporate we mean large and small companies, which always care much about
image and update company information, highlight upcoming promotional events
using printed products, such as flyers, booklets, etc. Corporate style of any
company is often reflected by printed images on folders, souvenirs, notepads,
laptops and others. We are ready to provide image printing on any of the
aforesaid products.

By private we mean any private events, where memorable gifts can be suitable.
Weddings, birthdays, anniversaries - any holiday of any scale can become even
more memorable with some kind of commemorative image on a glass or metal
souvenir, which can be hanged on the wall, for example.

Terafox Corp is able to offer any type of client the very printed product that
can meet their very special requirements.

INDUSTRY ANALYSIS

In any city we plan to expand our operations to there are multiple event
agencies, advertising agencies and other enterprises that may be interested in
cooperation with our company. We offer high-quality and inexpensive product,
which can satisfy any client requirements.

Besides such kind of distribution network we plan to sign agreements with
creative agencies that can develop unique designs for their clients and offer
our services as their subcontractor for high-quality printing on any surfaces.

We are ready to offer up to 30% commission from sales to our potential partners.

We also plan to have a special section on our website for potential partners
with examples of our products and offers for wholesale clients and partners.

MARKETS

Essentially, consumer market of TERAFOX CORP includes any person or any company
willing to emphasize their personality or image, promote new product series or
highlight an upcoming event. By virtue of the abilities of our multifunctional
printing machine, we can overtake market of phone and tablet cases, as well as
laptop stickers. Technologies get more and more developed each day and it
becomes a will of almost every individual to have a unique case for his gadget.
This also applies to any company with well-recognized brand. Minimal expenses
for product manufacture and simplicity of printing machine usage enables us to
reduce the cost of the offered product, which subsequently makes it interesting
for many.

As for geography related markets, we start our operations from Sofia, Bulgaria.
Afterwards, we will expand our business to other large cities in Bulgaria, such
as Varna, Plovdiv, Burgas, if we sell 66% or more of the shares.

MARKETING

We plan to launch marketing campaign 4 months after completion of our public
offer.

Our marketing campaign consists of several directions.

First of all we will start out from straight marketing, such as offering our
product at the fairs and exhibitions, handing out souvenirs and booklets with
description of our product, which will be a great demonstration of high-quality
and affordability of our product.

Launch of our e-commerce ready web-site, banners on popular websites and
advertisements in social networks will be the second step of our campaign.

Besides aforesaid we will send our commercial quotations to event, creative, PR
and advertising agencies, which can raise customer awareness and attract new
partners. The interest offered will be up to 30% discount.

Upon raising 2/3 and more of intended amount we shall advertise our product in
media, on radio, TV and on billboards. Such marketing action will raise
awareness among people and increase wholesale customers trust in our company.

In the course of our campaign we shall contact PR departments of large and
developing companies and offer our services and products. We are ready to offer
a reasonable discount for large orders. As we are small and developing-stage
company, we will be of high interest among such companies with our competitive
price and high-quality products.

We have developed a discount system for our regular and wholesale customers:

At single order from $1,000 - 5% discount from the total order amount;
At single order from $5,000 - 10% discount;
At single order from $10,000 - 15% discount.

Regular clients with small orders may be provided a 5% discount at the
discretion of our Director.

Distributors and partners get 30% discount.

We also plan to have a discount lottery at fairs and in social networks.

This marketing campaign is designed to attract many clients and develop a strong
reputation of high-quality, diligent and inexpensive manufacturer. Hopefully,
our clients will readily recommend us to others.

STORAGE AND DELIVERY

The product produced by Terafox Corp doesn't require any storage facilities as
it will be manufactured directly for each order. The number of demonstration
samples to be kept is insignificant and doesn't require any special premises for
storage. We are going to sign a contract with delivery company on regular basis.
Term of delivery shall be not more than 7 days, which shall include product
manufacture and delivery to the client.

Our machines will be located at our leased premise in Sofia and manufactured
products will be shipped to other Bulgarian cities from there.

LEASE AGREEMENT

We provide lease agreement summary as follows:

Terafox Corp has signed lease agreement as of 01/07/2014 coming into force
February 01, 2015 with Sergey Pelovski, Sofia, Bulgaria, for 3 year term. The
premise allows us to place 4 industrial flatbed printing machines. According to
the agreement we lease 40 square meters of premises on the first floor of the
building at 19 Yakubitsa Str., Sofia 1164, Bulgaria. The agreed annual rental
fee is $6,000 for the first year of lease and will be reduced to $5,400 for the
second and third years of lease. The agreement provides for lease renovation for
additional one year term upon written notice from Terafox Corp.

A copy of the Lease Agreement is filed as exhibit 10.2 to this registration
statement.

CONTRACTS

Terafox Corp. has signed sales contract with Keybievent. We provide contract
summary as follows:

Sales contract #1/1 was signed on September 17, 2014 between Terafox Corp and
Keybievent. In the contract Keybievent (the Buyer) has agreed to purchase
printed products produced by Terafox Corp. The Parties have agreed that no Party
has a minimum of goods required to be sold or purchased from another Party.
Printed products will be sold to Keybievent with 30% discount. Contract comes
into force on March 01, 2015.

A copy of the Lease Agreement is filed as exhibit 10.3 to this registration
statement.

COMPETITION

Competition at the chosen market of printed products is relatively high. There
exist many large companies offering various ranges of similar products in every
geographic market we have picked for operation and expansion. Such companies
will make it difficult for us to develop easily, as they will be our direct
competitors. Many of such companies are large enough to provide clients with a
well-known and preferred product assortment at possibly lower price, besides
they already have best practice in client attraction. We may probably lose our
business while competing with companies like that.

Terafox Corp has not yet entered the market, but we have already signed contract
with Keybievent as of September 17, 2014 (contract copy is filed as exhibit
10.3) and have several more companies ready for cooperation. As soon as we start
operations, we'll become one of many participants of this business direction.
Some of the competing companies have more finance, experience and management
skills. Therefore, we appear in competitively unfavorable position as soon as we
enter the market with our product, which makes it more complicated for us to
achieve success in printed products market. Due to that, Terafox Corp may
possibly not make its place at the market.

INSURANCE

We do not maintain any insurance and do not intend to maintain insurance in the
future. As we do not have insurance, and if we are made a party of products
liability action, we may not have sufficient funds to defend the litigation. In
that case, judgment could be rendered against us, which could cause us to cease
operations.

EMPLOYEES

We are a development stage company and currently have no employees, other than
our Director - Aleksey Gagauz, who will initially perform all works in
production and organization of our business, besides part time workers hired for
temporal and short-term works.

GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to our business in any
jurisdiction which we would conduct activities. We do not believe that
regulation will have a material impact on the way we conduct our business.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The names, ages and titles of our executive officers and directors are as
follows:

Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------

Aleksey Gagauz 32 President, Secretary, Treasurer
str. Lege, 6, Sofia, Bulgaria, 1000 and Director

Aleksey Gagauz has acted as our President, Treasurer and sole Director since our
incorporation on February 26, 2014. Aleksey Gagauz was born on April 26, 1982 in
Moldova. Aleksey did Masters Degree in Economy and Management in Commerce in
Technical University of Moldova.

The following is a brief description of the business experience of our executive
officer:

- studied in Technical University of Moldova 1999 - 2004
- assistant manager in Certitudine SRL, Kishinev 2003 - 2005
- sales manager in Avantaj-AV, Kishinev 2005 - 2008
- manager in Arhform architectural studio, Kishinev 2008 - 2012
- sales manager Zarian-5, Sofia, Bulgaria 2012 - 2013
- senior manager in Zarian-5, Sofia 2013 - 2013
- owner and director of Terafox Corp 2014 - present

Mr. Gagauz had durable experience in sales. We consider this area to be of high
importance for our business. Skills in sales will obviously be reflected in
company politics and negotiations with our potential clients. The last company
he worked for had a similar kind of business our company is going to engage in,
which gives him complete understanding of the process and experience in this
area of operations. As Mr. Gagauz has reached a certain level at his job
position we can consider him to be progressive, improving and hardworking
person. We find such qualifications to be suitable for a person taking position
of Director.

During the past ten years, Aleksey Gagauz has not been the subject to any of the
following events:

1. Any bankruptcy petition filed by or against any business of which
Aleksey Gagauz 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 Aleksey Gagauz's
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
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

TERM OF OFFICE

Each of our directors 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. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Aleksey Gagauz, 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 relationships exist 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 us and our management.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,
earned or accrued for services by our sole officer from inception on February
26, 2014 until September 30, 2014:

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Aleksey From -0- -0- -0- -0- -0- -0- -0- -0-
Gagauz, February
President, 26, 2014
Treasurer September
and 30, 2014
Secretary

There are no current employment agreements between the company and its officers.

Aleksey Gagauz currently devotes approximately twenty hours per week 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 September 30, 2014:

Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Aleksey -0- -0- -0- -0- -0- -0- -0-
Gagauz

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Aleksey Gagauz will not be paid for any underwriting services that he performs
on our behalf with respect to this offering.

On June 25, 2014, we issued a total of 4,000,000 shares of restricted common
stock to Aleksey Gagauz, our sole officer and director in consideration of
$4,000. Further, Aleksey Gagauz has advanced funds to us. As of September 30,
2014 Aleksey Gagauz advanced us $14,325. Aleksey Gagauz will not be repaid from
the proceeds of this offering. There is no due date for the repayment of the
funds advanced by Aleksey Gagauz. Aleksey Gagauz will be repaid from revenues of
operations if and when we generate revenues to pay the obligation. There is no
assurance that we will ever generate revenues from our operations. The
obligation to Aleksey Gagauz does not bear interest. There is no written
agreement evidencing the advancement of funds by Mr. Gagauz or the repayment of
the funds to Mr. Gagauz. The entire transaction was oral.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of September 30, 2014 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.

Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------

Common Stock Aleksey Gagauz 4,000,000 shares of 100%
str. Lege, 6, Sofia, common stock (direct)
Bulgaria, 1000
-----------
100%

(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 September 30,
2014, there were 4,000,000 shares of our common stock issued and outstanding.

PLAN OF DISTRIBUTION

Terafox Corp. has 4,000,000 shares of common stock issued and outstanding as of
the date of this prospectus. The Company is registering an additional of
9,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.

In connection with the Company's selling efforts in the offering, Aleksey Gagauz
will not register as a broker-dealer pursuant to Section 15 of the Exchange Act,
but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1,
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Aleksey Gagauz is not subject to any statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act. Aleksey Gagauz
will not be compensated in connection with his participation in the offering by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in our securities. Aleksey Gagauz is not, nor has he
been within the past 12 months, a broker or dealer, and he is not, nor has he
been within the past 12 months, an associated person of a broker or dealer. At
the end of the offering, Aleksey Gagauz will continue to primarily perform
substantial duties for the Company or on its behalf otherwise than in connection
with transactions in securities. Aleksey Gagauz will not participate in selling
an offering of securities for any issuer more than once every 12 months other
than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Terafox Corp. will receive all proceeds from the sale of the 9,000,000 shares
being offered. The price per share is fixed at $0.01 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted

over-the-counter, we intend to seek to have our shares of common stock quoted on
the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, nor can there be any assurance
that such an application for quotation will be approved.

The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.01 per share.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Terafox Corp. has complied.

In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

Terafox Corp. will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) which
we expect to be $8,000.

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and

- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Terafox Corp." The Company
will deliver stock certificates attributable to shares of common stock purchased
directly to the purchasers.

RIGHT TO REJECT SUBSCRIPTIONS

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected with letter by mail
within 48 hours after we receive them.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of September 30, 2014 there were 4,000,000 shares of
our common stock issued and outstanding those were held by one registered
stockholder of record and no shares of preferred stock issued and outstanding.
Our Sole officer and Director, Aleksey Gagauz owns 4,000,000 shares of common
stock.

COMMON STOCK

The following is a summary of the material rights and restrictions associated
with our common stock.

The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. Please refer to the Company's Articles of Incorporation,
Bylaws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

ANTI-TAKEOVER LAW

Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the effect of delaying or preventing a change in our control.

RULE 144

As of the date of this prospectus, we have issued 4,000,000 shares. Our sole
officer and director beneficially owns all 4,000,000 shares of our common stock.
These shares are currently restricted from trading under Rule 144. They will
only be available for resale, within the limitations of Rule 144, to the public
if:

(i) We are no longer a shell company as defined under section 12b-2 of the
Exchange Act. A "shell company" is defined as a company with no or nominal
operations, and with no or nominal assets or assets consisting solely of cash
and cash equivalents;

(ii) We have filed all Exchange Act reports required for at least 12
consecutive months; and

(iii) If applicable, at least one year has elapsed from the time that we
file current Form 10-type of information on Form 8-K or other report changing
our status from a shell company to an entity that is not a shell company.

At present, we are considered to be a shell company. If we subsequently meet
these requirements, our officer and director would be entitled to sell within
any three month period a number of shares that does not exceed the greater of:
1% of the number of shares of our common stock then outstanding, or the average
weekly trading volume of our common stock during the four calendar weeks,
preceding the filing of a notice on Form 144 with respect to the sale for sales
exceeding 5,000 shares or an aggregate sale price in excess of $50,000. If fewer
shares at lesser value are sold, no Form 144 is required.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

INDEMNIFICATION

Articles XII of our Bylaws provides the following indemnification for our
directors, officers, employees and agents:

a) The Director shall cause the Corporation to indemnify a Director or former
Director of the Corporation and the Directors may cause the Corporation to
indemnify a director or former director of a corporation of which the
Corporation is or was a shareholder and the heirs and personal representatives
of any such person against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by him including an amount paid to settle an action or satisfy a judgment
inactive criminal or administrative action or proceeding to which he is or they
are made a party by reason of him being or having been a Director of the
Corporation or a director of such corporation, including an action brought by
the Corporation or corporation. Each Director of the Corporation on being
elected or appointed is deemed to have contracted with the Corporation on the
terms of the foregoing indemnity.

b) The Directors may cause the Corporation to indemnify an officer, employee or
agent of the Corporation or of a corporation of which the Corporation is or was
a shareholder (notwithstanding that he is also a Director), and his heirs and
personal representatives against all costs, charges and expenses incurred by him
and resulting from his acting as an officer, employee or agent of the
Corporation or corporation. In addition the Corporation shall indemnify the
Secretary or an Assistance Secretary of the Corporation (if he is not a full
time employee of the Corporation and notwithstanding that he is also a
Director), and his respective heirs and legal representatives against all costs,
charges and expenses incurred by him and arising out of the functions assigned
to the Secretary by the Corporation Act or these Articles and each such
Secretary and Assistant Secretary, on being appointed is deemed to have
contracted with the Corporation on the terms of the foregoing indemnity.

c) The Director may cause the Corporation to purchase and maintain insurance for
the benefit of a person who is or was serving as a Director, officer, employee
or agent of the Corporation or as a director, officer, employee or agent of a
corporation of which the Corporation is or was a shareholder and his heirs or
personal representatives against a liability incurred by him as a Director,
officer, employee or agent.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to provisions of the State of Nevada, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $90,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with Terafox Corp. or
any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.

EXPERTS

Law Offices of Scott Doney, The Doney Law Firm, has rendered an opinion with
respect to the validity of the shares of common stock covered by this
prospectus.

Harris & Gillespie CPA's, PLLC, our independent registered public accounting
firm, has audited our financial statements included in this prospectus and
registration statement to the extent and for the periods set forth in their
audit report. Harris & Gillespie CPA's, PLLC has presented its report with
respect to our audited financial statements.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Our SEC filings are available to the public through the
SEC Internet site at www.sec.gov.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered
public accountant.

FINANCIAL STATEMENTS

Our fiscal year end is September 30, 2014. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared by us and audited by Harris & Gillespie CPA's, PLLC.

Our financial statements from inception to September 30, 2014, immediately
follow:

TERAFOX CORP.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

SEPTEMBER 30, 2014

Report of Independent Registered Public Accounting Firm F-1

Balance Sheet as of September 30, 2014 F-2

Statement of Operations for the period from February 26, 2014
(Date of Inception) to September 30, 2014 F-3

Statement of Stockholders' Equity as of September 30, 2014 F-4

Statement of Cash Flows for the period from February 26, 2014
(Date of Inception) to September 30, 2014 F-5

Notes to the Financial Statements F-6

HARRIS & GILLESPIE CPA'S, PLLC
CERTIFIED PUBLIC ACCOUNTANT'S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Terafox Corp.

We have audited the accompanying balance sheet of Terafox Corp. (A Development
Stage Company) as of September 30, 2014 and the related statements of
operations, stockholders' deficit and cash flows for the period then ended and
for the period from February 26, 2014 (inception) to September 30, 2014. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, 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. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Terafox Corp. (A Development
Stage Company) as of September 30, 2014 and the results of its operations and
cash flows for the period then ended and for the period from February 26, 2014
(inception), to September 30, 2014 in conformity with generally accepted
accounting principles in the United States of America.

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 had significant operating losses; a working capital
deficiency and its need for new capital raise substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note #2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ HARRIS & GILLESPIE CPA'S, PLLC
-------------------------------------------
Seattle, Washington
October 20, 2014

F-1

TERAFOX CORP.
BALANCE SHEET
AS OF SEPTEMBER 30, 2014

September 30, 2014
------------------
ASSETS

Current Assets
Cash and cash equivalents $ 7,649
--------
Total Current Assets 7,649

Fixed Assets
Equipment 10,000
--------
Total Fixed Assets 10,000
--------

Total Assets $ 17,649
========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Current Liabilities
Loan from director 14,325
--------
Total Liabilities 14,325
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000
Additional paid in capital 0
Deficit accumulated during the development stage (676)
--------
Total Stockholders' Equity 3,324
--------

Total Liabilities and Stockholders' Equity $ 17,649
========

See accompanying notes to financial statements.

F-2

TERAFOX CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 26, 2014 (INCEPTION) TO SEPTEMBER 30, 2014

For the period from
February 26, 2014
(Inception) to
September 30, 2014
------------------

REVENUES $ --
----------
OPERATING EXPENSES
General and Administrative Expenses 676
----------

TOTAL OPERATING EXPENSES 676
----------

NET LOSS FROM OPERATIONS (676)

PROVISION FOR INCOME TAXES 0
----------

NET LOSS $ (676)
==========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000
==========

See accompanying notes to financial statements.

F-3

TERAFOX CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 26, 2014 (INCEPTION) TO SEPTEMBER 30, 2014

Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Inception, February 26, 2014 -- $ -- $ -- $ -- $ --

Shares issued for cash at $0.001
per share 4,000,000 4,000 -- -- 4,000

Net loss for the year ended
September 30, 2014 -- -- -- (676) (676)
--------- ------- ------- ------- -------

Balance, September 30, 2014 4,000,000 $ 4,000 $ -- $ (676) $ 3,324
========= ======= ======= ======= =======

See accompanying notes to financial statements.

F-4

TERAFOX CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 26, 2014 (INCEPTION) TO SEPTEMBER 30, 2014

For the period from
February 26, 2014
(Inception) to
September 30, 2014
------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (676)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities: --
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (676)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 4,000
Loans from director 14,325
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 18,325
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment 10,000
--------
CASH FLOWS USED IN INVESTING ACTIVITIES (10,000)
--------

NET INCREASE IN CASH 7,649
Cash, beginning of period 0
--------

CASH, END OF PERIOD $ 7,649
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========

See accompanying notes to financial statements.

F-5

TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2014

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Terafox Corp. was incorporated in the State of Nevada on February 26, 2014. We
are a development-stage company formed to produce flyers, posters and printing
images on multiple surfaces, such as glass, leather, plastic, using automated
industrial flatbed printing machine.

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. However, the Company had no revenues as of September
30, 2014. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.

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 August 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, and
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC") and reflect all adjustments, consisting of normal recurring
adjustments, which management believes are necessary to fairly present the
financial position, results of operations and cash flows of the Company for the
period ending September 30, 2014

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a September 30 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $7,649 of cash
as of September 30, 2014.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.

Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

F-6

TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2014

NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.

Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of September 30, 2014.

Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.

Recent Accounting Pronouncements
Terafox Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.

NOTE 4 - FIXED ASSETS

Company purchased Industrial flatbed printing machine S-SUN C4300.

September 30, 2014
------------------
Fixed assets:
Equipment $10,000
Less: accumulated depreciation 0
-------
Net fixed assets $10,000
=======

The Company has not started operations, thus, no depreciation was recorded
during the period from inception through September 30, 2014.

NOTE 5 - LOAN FROM DIRECTOR

From February 26, 2014 date of interception till September 30, 2014, a director
loaned $14,325 to the Company.

The loan is unsecured, non-interest bearing and due on demand.

F-7

TERAFOX CORP.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2014

NOTE 6 - COMMON STOCK

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

On June 27, 2014, the Company issued 4,000,000 shares of common stock to a
director for cash proceeds of $4,000 at $0.001 per share.

There were 4,000,000 shares of common stock issued and outstanding as of
September 30, 2014.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.

NOTE 8 - INCOME TAXES

As of September 30, 2014, the Company had net operating loss carry forwards of
approximately $676 that may be available to reduce future years' taxable income
in varying amounts through 2031. 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.

The provision for Federal income tax consists of the following:

September 30, 2014
------------------
Federal income tax benefit attributable to:
Current Operations $ 230
Less: valuation allowance (230)
--------
Net provision for Federal income taxes $ 0
========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:

September 30, 2014
------------------
Deferred tax asset attributable to:
Net operating loss carryover $ 230
Less: valuation allowance (230)
--------
Net deferred tax asset $ 0
========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $676 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
from September 30, 2014 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.

F-8

PROSPECTUS

9,000,000 SHARES OF COMMON STOCK

TERAFOX CORP.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL _____________ ___, 2014, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as
follows:

SEC Registration Fee $ 10.46
Printing Expenses $ 89.54
Accounting Fees and Expenses $1,000.00
Auditor Fees and Expenses $2,500.00
Legal Fees and Expenses $3,000.00
Transfer Agent Fees $1,400.00
---------
TOTAL $8,000.00
=========

(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Terafox Corp.'s Bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his office. The
Board of Directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he has met
the applicable standard of conduct set forth under the Nevada Revised Statutes.

As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Terafox Corp., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception.

On June 25, 2014, Terafox Corp offered and sold 4,000,000 share of common stock
to our president and director, Aleksey Gagauz, for a purchase price of $0.001
per share, for aggregate offering proceeds of $4,000. Terafox Corp made the
offer and sales in reliance on the exemption from registration afforded by
Section 4(2) to the Securities Act of 1933, as amended (the "Securities Act"),
on the basis that the securities were offered and sold in a non-public offering
to a "sophisticated investor" who had access to registration-type information
about the Company. No commission was paid in connection with the sale of any
securities and no general solicitations were made to any person.

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ITEM 16. EXHIBITS

Exhibit
Number Description of Exhibit
------ ----------------------

3.1 Articles of Incorporation of the Registrant *
3.2 Bylaws of the Registrant *
5.1 Opinion re: Legality and Consent of Counsel *
10.1 Verbal Agreement *
10.2 Lease agreement *
10.3 Contract of sale of goods *
23.1 Consent of Harris & Gillespie CPA's, PLLC.
99.1 Subscription Agreement *

----------
* Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales of securities
are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.

(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and (iv) Any other communication that is an
offer in the offering made by the undersigned registrant to the
purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in Sofia, Bulgaria on December 31,
2014.

TERAFOX CORP.

By: /s/ Aleksey Gagauz
----------------------------------------
Name: Aleksey Gagauz
Title: President, Treasurer and Secretary
(Principal Executive, Financial and
Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Aleksey Gagauz President, Treasurer, Secretary December 31, 2014
-------------------------- and Director
Aleksey Gagauz (Principal Executive, Financial and
Accounting Officer)

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STAR WEALTH GROUP INC. - FORM S-1/A - December 31, 2014

Attached files

STAR WEALTH GROUP INC. Reports