Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 19, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Orbis Corp | |
Entity Central Index Key | 1,621,430 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 83,200,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 55,046 | $ 20,052 |
Accounts receivable, net | 87,077 | 37,325 |
Due from factor | 1,664 | 3,353 |
Total Current Assets | 143,787 | 60,730 |
Total Assets | 143,787 | $ 60,730 |
Current Liabilities: | ||
Accounts payable | 24,152 | |
Accrued expenses | 20,361 | $ 44,568 |
Accrued interest payable | 4,131 | 1,709 |
Due to sub-contractors | 45,703 | 17,962 |
Loan payable to factor | 77,768 | $ 33,592 |
Advances from officer | 25,702 | |
Compensation payable to officer | 4,605 | |
Sales tax payable | 70,834 | $ 45,789 |
Convertible notes payable | 48,833 | 48,833 |
Total Current Liabilities | 322,089 | 192,453 |
Total Liabilities | 322,089 | 192,453 |
Stockholder's Deficit: | ||
Common stock $0.0001 par value; 500,000,000 shares authorized; 81,000,000 shares and 75,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 8,100 | 7,500 |
Additional paid in capital | 52,260 | (7,140) |
Accumulated deficit | (248,199) | (139,427) |
Accumulated other comprehensive income | 9,537 | 7,344 |
Total Stockholder's Deficit | (178,302) | (131,723) |
Total Liabilities and Stockholder's Deficit | $ 143,787 | $ 60,730 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 81,000,000 | 75,000,000 |
Common stock, shares outstanding | 81,000,000 | 75,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 116,883 | $ 62,239 | $ 216,700 | $ 106,252 |
Cost of revenue | 115,094 | 35,312 | 190,057 | 67,707 |
Gross Profit | 1,789 | 26,927 | 26,643 | 38,545 |
Operating Expenses: | ||||
Officer's compensation | 9,059 | 11,835 | 27,407 | 19,796 |
Professional fees | 21,909 | 36,918 | 62,966 | 36,918 |
General and administrative | 24,733 | 4,510 | 34,585 | 5,200 |
Total Operating Expenses | 55,701 | 53,263 | 124,958 | 61,914 |
Loss from Operations | (53,912) | (26,337) | (98,315) | (23,369) |
Other Income (Expenses): | ||||
Factoring fees | (3,424) | (2,070) | (8,035) | (2,772) |
Interest expense | (1,218) | 0 | (2,422) | 0 |
Total Other Income (Expenses) | (4,642) | (2,070) | (10,457) | (2,772) |
Net Loss | (58,554) | (28,405) | (108,772) | (26,141) |
Other Comprehensive Income (Loss): | ||||
Net loss | (58,554) | (28,406) | (108,772) | (26,141) |
Unrealized foreign currency translation gain (loss) | (2,971) | (60) | 2,193 | 179 |
Total Other Comprehensive Income (Loss) | $ (61,525) | $ (28,466) | $ (106,579) | $ (25,962) |
Net Loss Per Common Share - Basic and Diluted | ||||
Weighted Average Shares Outstanding - Basic and Diluted | 76,626,374 | 75,000,000 | 75,817,680 | 75,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (108,772) | $ (26,141) |
Changes in assets and liabilities: | ||
Accounts receivable | (50,525) | (11,744) |
Accounts payable and accrued expenses | 1,051 | $ 12,588 |
Accrued interest payable | 2,422 | |
Due to officer | 27,476 | |
Due to subcontractors | 31,674 | $ (3,485) |
Sales tax payable | 27,777 | 5,276 |
Net Cash Used In Operating Activities | (68,897) | (23,506) |
Cash Flows From Financing Activities: | ||
Loan proceeds from (repayments to) factor, net | 46,215 | $ 8,475 |
Cash proceeds from sale of stock | $ 60,000 | |
Loan proceeds from officer | $ 24,985 | |
Net Cash Provided by Financing Activities | $ 106,215 | 33,460 |
Effect of Exchange Rate Changes on Cash | (2,324) | 294 |
Net Increase in Cash | 34,994 | 10,248 |
Cash, Beginning of Period | 20,052 | 8,393 |
Cash, End of Period | $ 55,046 | $ 18,641 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation and Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation and Going Concern | NOTE 1 NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Nature of Operations Orbis Corporation was incorporated in January 2014 to reorganize Ceberus Distribution & Courier Services, Inc. which was incorporated under the laws of the Province of Ontario on June 5, 2009. The consolidated entity is referred to as the Company. The Company provides distribution and courier services primarily for the medical field and currently operate only in Canada. The reorganization, which occurred in July 2014, is retroactively reflected in the accompanying consolidated financial statements and footnotes for all periods presented. Basis of Presentation The accompanying interim consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at June 30, 2015, and the results of operations and cash flows for the three months and six months periods ended June 30, 2015. The balance sheet as of December 31, 2014 is derived from the Companys audited consolidated financial statements. Certain information and footnote disclosures normally included in consolidated financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the consolidated financial statements and the notes thereto contained in the Companys 2014 Annual Report filed with the Securities and Exchange Commission on Form 10-K on April 9, 2015. Going Concern As reflected in the accompanying consolidated financial statements, the Company had a net loss of $108,772 for the six months ended June 30, 2015 and cash used in operating activities of $68,897 for the six months ended June 30, 2015. The Company had a working capital deficit of $178,302, accumulated deficit of $248,199 and stockholders deficit of $178,302 as of June 30, 2015. These matters raise a substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to further implement its business plan and raise capital. Ultimately, the continuation of the Company as a going concern is dependent upon the ability of the Company to generate sufficient revenue and to attain profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of Orbis Corporation and its wholly-owned subsidiaries, Ceberus Distribution & Courier Services, Inc. located in Canada, and Orbis Logistics Limited, a recently formed inactive subsidiary located in the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the accompanying consolidated financial statements include the allowance on accounts receivable, valuation of deferred tax assets and estimates of sales taxes payable. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Significant Customers and Concentration of Credit Risk During the three months and six months ended June 30, 2015 and 2014, one customer accounted for 100% of total sales. At June 30, 2015 and December 31, 2014, the same one customer accounted for 100% of accounts receivable. Geographic Concentration of Business During the three months and six months periods ended June 30, 2015 and 2014, the Company provided point-to-point delivery service of medical specimens to and from hospitals, medical laboratories and medical centers across the Greater Toronto Area and surrounding areas including York Region, Durham Region and Peel Region. Fair Value of Financial Instruments and Fair Value Measurements We measure our financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for loans payable also approximate fair value because current interest rates available to us for debt with similar terms and maturities are substantially the same . We follow accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Accounts Receivable and Factoring Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining the collections on the accounts, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances. The Company accounts for the transfer of our accounts receivable to a third party under a factoring agreement in accordance with ASC 860-10-40-5 Transfers and Servicing Revenue Recognition The Company recognizes revenue upon delivery of shipments for our distribution and courier services business. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery services have been rendered, the price is fixed or determinable and collectability is reasonably assured. The Companys specific revenue recognition policies are as follows: The Company recognizes revenue from the weekly billing it performs based on the number of hours driven on various routes and evidenced by the customer authorization and acceptance of completed routes and any special runs authorized by the customer. Cost of Revenue Cost of revenue includes subcontractor expenses which are amounts paid or due to courier drivers and the costs of fuel and vehicle maintenance. Income Taxes The Companys operating subsidiary is governed by Canadian income tax laws, which are administered by the Canada Revenue Agency, and the parent holding company is governed by U.S. tax laws. The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The Company adopted provisions of ASC 740, Sections 25 through 60, Accounting for Uncertainty in Income Taxes. Earnings (Loss) Per Share Basic earnings (loss) per share (EPS) are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding. The dilutive EPS adds the dilutive effect of stock options, warrants and other common stock equivalents. As of June 30, 2015 and December 31, 2014, there were $48,833 of convertible notes principal balance that was convertible into 4,883,300 shares of common stock. The effect of these common stock equivalents is anti-dilutive due to the Companys net loss. Foreign Currency Translation The accompanying consolidated financial statements are presented in U.S. Dollars (USD). The reporting currency of the Company is the USD. The functional currency of the Companys operating subsidiary is Canadian Dollar (CAD). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in determining comprehensive income (loss). The foreign currency translation adjustment included in comprehensive income and loss for the three months and six months periods ended June 30, 2015 resulted in a loss of $2,971 and a gain of $2,193, compared to a loss of $60 and a gain of $179 for the comparable periods in 2014. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. As of June 30, 2015 and December 31, 2014, the exchange rates used to translate amounts in Canadian Dollars into USD for the purposes of preparing the financial statements were as follows: June 30, 2015 December 31, 2014 Exchange rate on balance sheet dates CAD : USD exchange rate 0.8093 0.8599 Average exchange rate for the period CAD : USD exchange rate 0.8104 0.9058 Recent Issued Accounting Standards The Company implemented all new accounting standards that are in effect and that may impact the consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the consolidated financial position or results of operations. |
Accounts Receivable and Factori
Accounts Receivable and Factoring | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable and Factoring | NOTE 3 ACCOUNTS RECEIVABLE AND FACTORING In March 2013, the Company entered into an agreement with a Factoring company whereby the Company will assign, in the Factors sole discretion, selected accounts receivable to the Factor in exchange for initial cash funding (factor advances) for 90% of the factored receivable. The minimum 10% reserve held back by the Factor is released, less fees, after collection of the account receivable by the Factor. The Company pays a factor fee of one tenth of a percent (0.10%) daily of the face value of submitted invoices. Since the factoring agreement provides for full recourse against the Company for factored accounts receivable that are not collected by the Factor for any reason, and the collection of such accounts receivable are fully secured by substantially all assets of the Company, the factoring advances at June 30, 2015 and December 31, 2014 which have been treated as secured loans on the accompanying consolidated balance sheets were $77,768 and $33,592, respectively. The total accounts receivable factored for the six months ended June 30, 2015 and 2014 were $216,494 and $106,237, respectively. The factor fees incurred for the three months and six months ended June 30, 2015 and 2014 were $3,424 and $8,035 as compared to factor fees of $2,070 and $2,772 for the same periods in 2014. Total outstanding accounts receivable factored at June 30, 2015 and December 31, 2014 which is included in Accounts Receivable on the accompanying balance sheets were $87,077 and $37,325, respectively. The holdback amount due from the factor related to accounts receivable that the factor has collected as of June 30, 2015 and December 31, 2014 was $1,664 and $3,353, respectively. Accounts Receivable as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 (Unaudited) Factored Accounts Receivable $ 87,077 $ 37,325 Allowance for doubtful accounts - - Accounts receivable, net $ 87,077 $ 37,325 |
Sales Tax Payable
Sales Tax Payable | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Sales Tax Payable | NOTE 4 SALES TAX PAYABLE Harmonized Sales Taxes HST HST is a consumption tax in Canada. These taxes are considered value added taxes as they are based on net sales and purchases of goods and services. The Company has estimated the HST payable and related interest and penalties payable for the periods ended: June 30, 2015 December 31, 2014 (Unaudited) HST Payables $ 67,702 $ 42,461 Penalties and interest payable 3,132 3,328 Total HST payable $ 70,834 $ 45,789 |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 5 CONVERTIBLE PROMISSORY NOTES On January 15, March 29, April 16, August 13, and September 25, 2014, the following amounts were paid by a third party on behalf of the Company for legal, accounting and auditing services provided to Ceberus: $12,371 (legal), $9,500 (accounting) and $26,962 (auditing). On August 14, 2014 and September 26, 2014, Convertible Promissory Notes (Notes) in the amounts of $36,918 and $11,915, respectively, for a total of $48,833, were executed to memorialize the obligations of Orbis to repay the funds. The terms of the Notes are as follows: Principal and Interest Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under these Notes at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is 180 days from the note date. Accrued interest payable at June 30, 2015 and December 31, 2014 amounted to $4,131 and $1,709, respectively. Interest expense for the three months and six months periods ended June 30, 2015 and 2014 was $1,218 and $2,422, respectively, as compared to interest expense of $0 for the same periods in 2014. On February 12, 2015, the Company defaulted on the $36,918 note and on March 25, 2015 the Company defaulted on the $11,915 note by failing to pay principal and accrued interest on the maturity dates. However, the lender has not provided notices of default and demand of payment to the Company in writing pursuant to the terms of the Convertible Promissory Notes. Payment Unless prepaid or converted in accordance herewith, all principal and accrued interest under these Notes are payable in one lump sum on the maturity dates of the Notes. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Lender Optional Conversion to Shares Beginning on the date of issuance of these Notes, lender is entitled to convert all amounts due hereunder into shares of the Companys Common Stock at the Conversion Price. Conversion rights shall terminate upon acceptance by lender of payment in full of principal, accrued interest and any other amounts due under this Note. Calculation The number of shares of the Companys Common Stock to be issued upon conversion of these Notes shall be determined by dividing (x) the amount of principal and accrued and unpaid interest to be converted by (y) the Conversion Price then in effect. Conversion Price; Number of Shares The conversion price shall be computed by dividing the principal sum and any accrued interest outstanding on the Notes by the average volume weighted average price of the Companys common stock over the seven (7) trading days prior to the Conversion Date and then multiplying the result by 80% (20% discount to market) or $0.01 whichever is greater (the Conversion Price), provided, however, that if no market exists, the Conversion Price shall be $0.01 per share. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 6 STOCKHOLDERS EQUITY In January 2014, the Company reorganized by forming a U.S. based parent, incorporated in Nevada. The reorganization resulted in a recapitalization of equity and the presentation of the accompanying consolidated financial statements of a consolidated entity. All share and per share data is retroactively restated for the recapitalization for the periods presented. The Companys authorized capital at June 30, 2015 consisted of 500,000,000 shares of common stock at a par value of $0.0001 per share. Pursuant to a Stock Subscription Agreement (a) on May 13, 2015, the Company sold 2,000,000 shares of common stock to an accredited investor for a cash consideration of $20,000, and (b) on June 17, 2015, the Company sold 4,000,000 shares of common stock to another accredited investor for a cash consideration of $40,000. As a result of the above stock issuances, the Company has 81,000,000 shares of common stock issued and outstanding as of June 30, 2015. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 SUBSEQUENT EVENTS From July 1, 2015 to August 3, 2015, the Company sold 2,200,000 shares of common stock to three accredited investors pursuant to Stock Subscription Agreements, and received $22,000 in cash considerations. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Orbis Corporation and its wholly-owned subsidiaries, Ceberus Distribution & Courier Services, Inc. located in Canada, and Orbis Logistics Limited, a recently formed inactive subsidiary located in the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the accompanying consolidated financial statements include the allowance on accounts receivable, valuation of deferred tax assets and estimates of sales taxes payable. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
Significant Customers and Concentration of Credit Risk | Significant Customers and Concentration of Credit Risk During the three months and six months ended June 30, 2015 and 2014, one customer accounted for 100% of total sales. At June 30, 2015 and December 31, 2014, the same one customer accounted for 100% of accounts receivable. |
Geographic Concentration of Business | Geographic Concentration of Business During the three months and six months periods ended June 30, 2015 and 2014, the Company provided point-to-point delivery service of medical specimens to and from hospitals, medical laboratories and medical centers across the Greater Toronto Area and surrounding areas including York Region, Durham Region and Peel Region. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements We measure our financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for loans payable also approximate fair value because current interest rates available to us for debt with similar terms and maturities are substantially the same . We follow accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Accounts Receivable and Factoring | Accounts Receivable and Factoring Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining the collections on the accounts, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances. The Company accounts for the transfer of our accounts receivable to a third party under a factoring agreement in accordance with ASC 860-10-40-5 Transfers and Servicing |
Revenue Recognition | Revenue Recognition The Company recognizes revenue upon delivery of shipments for our distribution and courier services business. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery services have been rendered, the price is fixed or determinable and collectability is reasonably assured. The Companys specific revenue recognition policies are as follows: The Company recognizes revenue from the weekly billing it performs based on the number of hours driven on various routes and evidenced by the customer authorization and acceptance of completed routes and any special runs authorized by the customer. |
Cost of Revenue | Cost of Revenue Cost of revenue includes subcontractor expenses which are amounts paid or due to courier drivers and the costs of fuel and vehicle maintenance. |
Income Taxes | Income Taxes The Companys operating subsidiary is governed by Canadian income tax laws, which are administered by the Canada Revenue Agency, and the parent holding company is governed by U.S. tax laws. The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The Company adopted provisions of ASC 740, Sections 25 through 60, Accounting for Uncertainty in Income Taxes. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share (EPS) are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding. The dilutive EPS adds the dilutive effect of stock options, warrants and other common stock equivalents. As of June 30, 2015 and December 31, 2014, there were $48,833 of convertible notes principal balance that was convertible into 4,883,300 shares of common stock. The effect of these common stock equivalents is anti-dilutive due to the Companys net loss. |
Foreign Currency Translation | Foreign Currency Translation The accompanying consolidated financial statements are presented in U.S. Dollars (USD). The reporting currency of the Company is the USD. The functional currency of the Companys operating subsidiary is Canadian Dollar (CAD). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in determining comprehensive income (loss). The foreign currency translation adjustment included in comprehensive income and loss for the three months and six months periods ended June 30, 2015 resulted in a loss of $2,971 and a gain of $2,193, compared to a loss of $60 and a gain of $179 for the comparable periods in 2014. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. As of June 30, 2015 and December 31, 2014, the exchange rates used to translate amounts in Canadian Dollars into USD for the purposes of preparing the financial statements were as follows: June 30, 2015 December 31, 2014 Exchange rate on balance sheet dates CAD : USD exchange rate 0.8093 0.8599 Average exchange rate for the period CAD : USD exchange rate 0.8104 0.9058 |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company implemented all new accounting standards that are in effect and that may impact the consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the consolidated financial position or results of operations. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Exchange Rates Used to Translate Amounts in Canadian Dollars into USD for Purposes of Preparing Financial Statements | As of June 30, 2015 and December 31, 2014, the exchange rates used to translate amounts in Canadian Dollars into USD for the purposes of preparing the financial statements were as follows: June 30, 2015 December 31, 2014 Exchange rate on balance sheet dates CAD : USD exchange rate 0.8093 0.8599 Average exchange rate for the period CAD : USD exchange rate 0.8104 0.9058 |
Accounts Receivable and Facto15
Accounts Receivable and Factoring (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivable as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 (Unaudited) Factored Accounts Receivable $ 87,077 $ 37,325 Allowance for doubtful accounts - - Accounts receivable, net $ 87,077 $ 37,325 |
Sales Tax Payable (Tables)
Sales Tax Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Estimated HST Payable and Related Interest and Penalties Payable | The Company has estimated the HST payable and related interest and penalties payable for the periods ended: June 30, 2015 December 31, 2014 (Unaudited) HST Payables $ 67,702 $ 42,461 Penalties and interest payable 3,132 3,328 Total HST payable $ 70,834 $ 45,789 |
Nature of Operations and Basi17
Nature of Operations and Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Nature Of Operations And Basis Of Presentation And Going Concern Details Narrative | |||||
Net loss | $ 58,554 | $ 28,405 | $ 108,772 | $ 26,141 | |
Cash used in operating activities | 68,897 | $ 23,506 | |||
Working capital deficit | 178,302 | 178,302 | |||
Accumulated deficit | 248,199 | 248,199 | $ 139,427 | ||
Stockholders' deficit | $ 178,302 | $ 178,302 | $ 131,723 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Outstanding stock options, warrants or other stock equivalents | 0 | 0 | |||
Foreign currency translation adjustment included in comprehensive income and loss, gain (loss) | $ (2,971) | $ (60) | $ 2,193 | $ 179 | |
Convertible Debt [Member] | |||||
Number of shares issued for conversion | 48,833 | 48,833 | |||
Number of shares converted | 4,883,300 | 4,883,300 | |||
Customer One [Member] | Accounts Receivable [Member] | |||||
Concentration risk, percentage | 100.00% | 100.00% | |||
Sales [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 100.00% | 100.00% |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Exchange Rates Used to Translate Amounts in Canadian Dollars into USD for Purposes of Preparing Financial Statements (Details) | Jun. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Exchange rate on balance sheet dates CAD : USD exchange rate | 0.8093 | 0.8599 |
Average exchange rate for the period CAD : USD exchange rate | 0.8104 | 0.9058 |
Accounts Receivable and Facto20
Accounts Receivable and Factoring (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Receivables [Abstract] | ||||||
Percentage of factored receivable | 90.00% | |||||
Minimum percentage of reserve held back by Factor | 10.00% | |||||
Percentage of factor fee paid daily | 0.10% | |||||
Loan payable to factor | $ 77,768 | $ 77,768 | $ 33,592 | |||
Total accounts receivable factored | 216,494 | 216,494 | 106,237 | |||
Factor fees | 3,424 | $ 2,070 | 8,035 | $ 2,772 | ||
Outstanding accounts receivable factored | 87,077 | 87,077 | 37,325 | |||
Due from factor | $ 1,664 | $ 1,664 | $ 3,353 |
Accounts Receivable and Facto21
Accounts Receivable and Factoring - Schedule of Accounts Receivable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Factored Accounts Receivable | $ 87,077 | $ 37,325 |
Allowance for doubtful accounts | ||
Accounts receivable, net | $ 87,077 | $ 37,325 |
Sales Tax Payable - Estimated H
Sales Tax Payable - Estimated HST Payable and Related Interest and Penalties Payable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
HST payables | $ 67,702 | $ 42,461 |
Penalties and interest payable | 3,132 | 3,328 |
Total HST payable | $ 70,834 | $ 45,789 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 25, 2015 | Feb. 12, 2015 | Dec. 31, 2014 | Sep. 26, 2014 | Aug. 14, 2014 | |
Convertible notes payable | $ 48,833 | $ 48,833 | $ 48,833 | $ 11,915 | $ 36,918 | ||||
Percentage of unpaid principal interest rate | 10.00% | ||||||||
Accrued interest payable | 4,131 | $ 4,131 | $ 1,709 | ||||||
Interest expense | $ 1,218 | $ 0 | $ 2,422 | $ 0 | |||||
Default debt | $ 11,915 | $ 36,918 | |||||||
Conversion price | $ 0.01 | $ 0.01 | |||||||
Percentage of resulted by conversion price of promissory note | 80.00% | ||||||||
Percentage of discount to market price | 20.00% | ||||||||
Market price per share | $ 0.01 | $ 0.01 | |||||||
Convertible Promissory Note [Member] | Third Party [Member] | January 15, March 29, April 16, August 13, and September 25, 2014 [Member] | |||||||||
Payment for legal services | $ 12,371 | ||||||||
Payment for accounting services | 9,500 | ||||||||
Payment for auditing services | $ 26,962 |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Jun. 17, 2015 | May. 13, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 81,000,000 | 75,000,000 | ||
Common stock, shares outstanding | 81,000,000 | 75,000,000 | ||
Accredited Investor [Member] | ||||
Number of stock issued for cash value | $ 40,000 | $ 20,000 | ||
Number of stock issued for cash , shares | 4,000,000 | 2,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Accredited Investor [Member] - USD ($) | Jun. 17, 2015 | May. 13, 2015 | Aug. 03, 2015 |
Number of stock issued for cash value | $ 40,000 | $ 20,000 | |
Number of stock issued for cash , shares | 4,000,000 | 2,000,000 | |
Subsequent Event [Member] | |||
Number of stock issued for cash value | $ 22,000 | ||
Number of stock issued for cash , shares | 2,200,000 |