Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2018 | Aug. 14, 2019 | Apr. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | BARE METAL STANDARD INC. | ||
Entity Central Index Key | 0001658880 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --10-31 | ||
Entity File Number | 000-55795 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,625,000 | ||
Entity Common Stock, Shares Outstanding | 31,845,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2018 | Oct. 31, 2017 |
Current assets | ||
Cash | $ 11,643 | $ 6,509 |
Accounts receivable | 33,705 | 31,004 |
Accounts receivable - related parties | 51,538 | 16,355 |
Inventory | 9,209 | 31,971 |
Total current assets | 106,095 | 85,839 |
Total assets | 106,095 | 85,839 |
Current liabilities | ||
Accounts payable and accrued liabilities | 35,904 | 46,350 |
Accounts payable related party | 19,000 | |
Bank line of credit | 32,520 | |
Related party note payable - current portion | 1,853 | |
Promissory note payable - current portion | 17,217 | |
Total current liabilities | 106,494 | 46,350 |
Long term liabilities | ||
Related party note payable | 2,642 | |
Promissory note payable, net of discount | 32,941 | |
Total long term liabilities | 35,583 | |
Total liabilities | 142,077 | |
Stockholders' equity (deficit) | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; none issued and outstanding as of October 31, 2018 and 2017 respectively | ||
Common stock, $0.001 par value; 80,000,000 shares authorized; 31,845,000 shares issued and outstanding as of October 31, 2018 and 31,645,000 as of October 31, 2017 respectively | 31,845 | 31,645 |
Additional paid-in capital | 371,705 | 321,905 |
Accumulated deficit | (439,532) | (314,061) |
Total stockholders' equity (deficit) | (35,982) | 39,489 |
Total liabilities and stockholders' equity (deficit) | $ 106,095 | $ 85,839 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2018 | Oct. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 31,845,000 | 31,645,000 |
Common stock, outstanding | 31,845,000 | 31,645,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended |
Feb. 28, 2017 | Oct. 31, 2017 | Oct. 31, 2018 | |
Revenue | |||
Total revenue | $ 494,425 | $ 887,189 | |
Cost of revenue | 86,366 | 253,842 | |
Gross income | 408,059 | 633,347 | |
Operating expenses | |||
General and administrative expenses | 178,783 | 285,401 | |
Depreciation and amortization | |||
Administrative and officer compensation | 309,098 | 463,852 | |
Total operating expenses | 487,881 | 749,253 | |
Loss from operations | (79,822) | (115,905) | |
Other expense | |||
Interest expense | (9,566) | ||
Total other expense | (9,566) | ||
Net loss | $ (79,822) | $ (125,471) | |
Basic and diluted net loss per common share (in dollars per share) | $ 0 | $ 0 | |
Weighted average common shares outstanding Basic and diluted (in shares) | 31,537,712 | 31,721,164 | |
Product Sales and Services [Member] | |||
Revenue | |||
Total revenue | $ 292,996 | $ 518,896 | |
Product Sales and Services - Related Parties [Member] | |||
Revenue | |||
Total revenue | $ 201,429 | $ 368,293 | |
Predecessor [Member] | |||
Revenue | |||
Total revenue | $ 147,288 | ||
Cost of revenue | |||
Gross income | 147,288 | ||
Operating expenses | |||
General and administrative expenses | 76,905 | ||
Depreciation and amortization | 4,638 | ||
Administrative and officer compensation | 129,819 | ||
Total operating expenses | 211,362 | ||
Loss from operations | (64,074) | ||
Other expense | |||
Interest expense | (2,867) | ||
Total other expense | (2,867) | ||
Net loss | $ (66,941) | ||
Basic and diluted net loss per common share (in dollars per share) | $ (55.78) | ||
Weighted average common shares outstanding Basic and diluted (in shares) | 1,200 | ||
Predecessor [Member] | Product Sales and Services [Member] | |||
Revenue | |||
Total revenue | $ 87,925 | ||
Predecessor [Member] | Product Sales and Services - Related Parties [Member] | |||
Revenue | |||
Total revenue | $ 59,363 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Shares [Member] | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning (amount) (Predecessor [Member]) at Oct. 31, 2016 | $ 1,200 | $ (86,940) | $ (85,740) | ||
Balance at beginning (in shares) (Predecessor [Member]) at Oct. 31, 2016 | 1,200 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for services | Predecessor [Member] | |||||
Net loss | Predecessor [Member] | (66,941) | ||||
Balance at ending (amount) at Feb. 28, 2017 | $ 31,515 | 257,035 | (234,239) | 54,311 | |
Balance at ending (in shares) at Feb. 28, 2017 | 31,515,000 | ||||
Balance at beginning (amount) (Predecessor [Member]) at Oct. 31, 2016 | $ 1,200 | (86,940) | (85,740) | ||
Balance at beginning (in shares) (Predecessor [Member]) at Oct. 31, 2016 | 1,200 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | Predecessor [Member] | (66,941) | (66,941) | |||
Balance at ending (amount) (Predecessor [Member]) at Oct. 31, 2017 | 1,200 | (153,881) | (152,681) | ||
Balance at ending (amount) at Oct. 31, 2017 | $ 31,645 | 321,905 | (314,061) | 39,489 | |
Balance at ending (in shares) (Predecessor [Member]) at Oct. 31, 2017 | 1,200 | ||||
Balance at ending (in shares) at Oct. 31, 2017 | 31,645,000 | ||||
Balance at beginning (amount) at Feb. 28, 2017 | $ 31,515 | 257,035 | (234,239) | 54,311 | |
Balance at beginning (in shares) at Feb. 28, 2017 | 31,515,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for cash | $ 60 | 29,940 | 30,000 | ||
Common stock issued for cash (in shares) | 60,000 | ||||
Common shares issued for services | $ 70 | 34,930 | $ (35,000) | ||
Common shares issued for services (in shares) | 70,000 | 70,000 | |||
Net loss | (79,822) | $ (79,822) | |||
Balance at ending (amount) (Predecessor [Member]) at Oct. 31, 2017 | $ 1,200 | (153,881) | (152,681) | ||
Balance at ending (amount) at Oct. 31, 2017 | $ 31,645 | 321,905 | (314,061) | 39,489 | |
Balance at ending (in shares) (Predecessor [Member]) at Oct. 31, 2017 | 1,200 | ||||
Balance at ending (in shares) at Oct. 31, 2017 | 31,645,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued as collateral for note payable | $ 200 | (200) | |||
Common shares issued as collateral for note payable (in shares) | 200,000 | ||||
Warrants issued in connetion with debt discount on note payable | 50,000 | 50,000 | |||
Net loss | (125,471) | (125,471) | |||
Balance at ending (amount) at Oct. 31, 2018 | $ 31,845 | $ 371,705 | $ (439,532) | $ (35,982) | |
Balance at ending (in shares) at Oct. 31, 2018 | 31,845,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Cash flows from operating activities | ||||
Net loss | $ (79,822) | $ (125,471) | ||
Adjustments to reconcile net loss to net cash used in operating activites | ||||
Common stock issued for services | 35,000 | |||
Professional service fee paid by related party | 5,000 | |||
Amortization of debt discount | 1,923 | |||
Depreciation | ||||
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | (22,239) | (2,701) | ||
(Increase) decrease in accounts receivable - related parties | (16,355) | (35,183) | ||
(Increase) decrease in inventory | (20,404) | 22,762 | ||
Increase (decrease) in accounts payable | 28,782 | (10,446) | ||
Increase (decrease) in accounts payable - related parties | 19,000 | |||
Net cash used in operating activities | (75,038) | (125,116) | ||
Cash flows from financing activities | ||||
Proceeds from sale of common stock | 30,000 | |||
Proceeds received from notes payable - related party | ||||
Repayment of note payable - related party | (505) | |||
Note payable Proceeds from third party loans | 136,000 | |||
Repayment of third party loans | (5,245) | |||
Net cash provided by (used in) financing activities | 30,000 | 130,250 | ||
Net increase (decrease) in cash and cash equivalents | (45,038) | 5,134 | ||
Cash, beginning balance | 51,547 | 6,509 | ||
Cash, ending balance | $ 51,547 | 6,509 | 11,643 | $ 6,509 |
Cash paid during the nine months: | ||||
Interest | 7,818 | |||
Income taxes | ||||
Non-cash investing and financing transactions | ||||
Common stock issued as collateral on note payable | 200 | |||
Debt discount due to warrants issued with note payable | $ 50,000 | |||
Predecessor [Member] | ||||
Cash flows from operating activities | ||||
Net loss | (66,941) | (66,941) | ||
Adjustments to reconcile net loss to net cash used in operating activites | ||||
Common stock issued for services | ||||
Professional service fee paid by related party | ||||
Amortization of debt discount | ||||
Depreciation | 4,639 | |||
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 14,580 | |||
(Increase) decrease in accounts receivable - related parties | 177 | |||
(Increase) decrease in inventory | ||||
Increase (decrease) in accounts payable | 29,592 | |||
Increase (decrease) in accounts payable - related parties | ||||
Net cash used in operating activities | (17,953) | |||
Cash flows from financing activities | ||||
Proceeds from sale of common stock | ||||
Proceeds received from notes payable - related party | 2,250 | |||
Repayment of note payable - related party | (34,587) | |||
Note payable Proceeds from third party loans | ||||
Repayment of third party loans | (2,839) | |||
Net cash provided by (used in) financing activities | (35,176) | |||
Net increase (decrease) in cash and cash equivalents | (53,129) | |||
Cash, beginning balance | 55,456 | $ 2,327 | $ 55,456 | |
Cash, ending balance | 2,327 | |||
Cash paid during the nine months: | ||||
Interest | 2,856 | |||
Income taxes | ||||
Non-cash investing and financing transactions | ||||
Common stock issued as collateral on note payable | ||||
Debt discount due to warrants issued with note payable |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Oct. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION The Company was incorporated, as Bare Metal Standard, Inc., (the Company) on November 12, 2015 under the laws of the State of Idaho. Bare Metal Standard provides management services for franchisees who perform fire prevention and mitigation services to commercial kitchens by cleaning their exhaust systems on a mandated schedule enforced by insurance and fire and safety prevention codes. On March 1, 2017, Bare Metal Standard, Inc. entered into a Management Agreement with Taylor Brothers Holdings, Inc. which is an operating company and has common majority shareholders and directors. The officers and directors of Bare Metal Standard were officers and directors of Taylor Brothers. James Bedal and Mike Taylor have resigned their positions with Taylor Brothers and work full time for Bare Metal Standard. The agreement term has no expiration and can be terminated by the Company at any time with written notice to the other partner. As a result of the management agreement, Bare Metal is to provide, on behalf of Taylor Brothers, certain management services, having full authorization, on behalf of Taylor Brothers to provide all the services and all the activities, normally provided by Taylor Brothers, under the Taylor Brothers franchise agreements, previously entered into by Taylor Brothers and the franchisees Bare Metal became responsible for servicing franchisee agreements and receiving 100% of the revenues associated with those agreements assumed for the support and maintenance of the preexisting franchise agreements of Taylor Brothers Holdings franchisees as Taylor Brothers Holdings has ceased selling franchises. Bare Metal is due all collections from franchisees. Bare Metal Standard assumed the business operations of the existing franchise agreements while potential liabilities arising from said agreements will remain with Taylor Brothers. Additionally, on November 1, 2017 Bare Metal, entered into a royalty free license agreement with Taylor Brothers Holdings Inc. with the right to sublease, the use of the trade name Bare Metal Standard and related industry know-how including proprietary software in exchange for a monthly fee of $2,000 paid in arrears. Bare Metal Standard is, currently, seeking the same management opportunities in other industries. The Company intends to sell franchises in the commercial kitchen fire prevention and mitigation services environment, but, in addition, is looking for the same opportunities in other disciplines. Basis of Presentation The ve been presented on a comparative basis On March 1, 2017, Bare Metal Standard, Inc. entered into a Management Agreement with Taylor Brothers Holdings, Inc. which is an operating company and has common majority shareholders and directors. The officers and directors of Bare Metal Standard were officers and directors of Taylor Brothers. James Bedal and Mike Taylor have resigned their positions with Taylor Brothers and work full time for Bare Metal Standard. The agreement term has no expiration and can be terminated by the Company, at any time, with written notice to the other partner. As a result of the management agreement, Bare Metal is to provide, on behalf of Taylor Brothers, certain management services, having full authorization, on behalf of Taylor Brothers to provide all the services and all the activities, normally provided by Taylor Brothers, under the Taylor Brothers franchise agreements, previously entered into by Taylor Brothers and the franchisees Bare Metal became responsible for servicing franchisee agreements and receiving 100% of the revenues associated with those agreements assumed for the support and maintenance of the preexisting franchise agreements of Taylor Brothers Holdings franchisees as Taylor Brothers Holdings has ceased selling franchises. Bare Metal is due all collections from franchisees. Bare Metal Standard assumed the business operations of the existing franchise agreements while potential liabilities arising from said agreements will remain with Taylor Brothers. Additionally, on November 1, 2017 Bare Metal, entered into a royalty free license agreement with Taylor Brothers Holdings Inc. with the right to sublease, the use of Trade Name Bare Metal Standard and related industry know-how including proprietary software in exchange for a monthly fee of $2,000 paid in arrears. As a result of the above transactions with Taylor Brothers Holdings Inc., under Regulation S-X for reporting purposes Taylor Brother Holdings, Inc. is considered a business. Thus, Taylor Brothers Holdings, Inc. is viewed as Predecessor entity for reporting purposes, and Bare Metal is viewed as a Successor entity. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which have a fiscal year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation. In March 2018, the Company formed BRMT Franchising, LLC, a Texas limited liability company that is a wholly-owned subsidiary of the Company. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit, and reoccurring net losses. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to increase sales and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. If the Company is unable to obtain additional financing through the issuance of debt or equity, the Company may be unable to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company's financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant estimates and assumptions made by management include allowance for doubtful accounts, inventory valuation, and provision for excess or expired inventory, depreciation of property and equipment, realization of long-lived assets and fair market value of equity instruments issued for goods or services. Cash and Cash Equivalents Cash as of October 31, 2018 and October 31, 2017 included cash on-hand. Accounts Receivable and Allowance for Doubtful Accounts The Company's accounts receivable consists, of amounts owing by franchisees for monthly royalty commitments and for product sales to customers, including the cost of freight incurred to ship the product and other services provided by virtue of the management agreement with Taylor Brothers. Accounts receivable are stated at the amount An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience, and management's evaluation at October 31, 2018 and 2017. Bad debts are written off against the allowance when identified. Bare Metal determined that no allowance was necessary for the years ended October 31, 2018 and 2017. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company places its cash with high credit quality financial institutions. At times such amounts may exceed federally insure limits. Receivables arising from sales of the Company's products are not collateralized. As of October 31, 2018, total accounts receivable were $85,243 of which $51,538 or approximately 60.5% was owed by a related party. On October 31, 2017, total accounts receivable were $47,359, of which $16,355 or approximately 35% was owed by the same related party. As of October 31, 2018, one non - related customer represented approximately 16%, of the total accounts receivable. As of October 31, 2017, four customers represented approximately 91% (40%, 25%, 16%, and 11%) of non-related accounts receivable. Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. 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. Accounting for Derivative Liabilities The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity's Own Equity. Beneficial Conversion Features The Company, may, from time to time issue convertible notes that may have conversion prices that create an embedded liability pursuant to accounting guidance. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company determined that it has no financial instruments that meet the criteria for beneficial conversion as of October 31, 2018 nor as of October 31, 2017. Share-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with FASB ASC 718 Compensation—Stock Compensation. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the latest fair market price of the Company's common stock for common share issuances. Inventories and Provision for Excess or Expired Inventory Inventory consists of finished goods and consumables held for resale to franchisees, and is valued on an average cost basis. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses. Inventory is reviewed, at least, quarterly. The Company has determined that there was no need to reserve for obsolescence as of October 31, 2018 and October 31, 2017. Property and Equipment The Company does not possess any property or equipment. Long-lived Assets The Company does not possess any long-lived assets. Revenue Recognition The Company's revenue is derived from the sale of products, services and training to support the franchisees under its Management agreement with Taylor Brothers, as a percentage of franchisees’ revenue invoiced to their clients, plus specific charges for software usage, sale of consumables and consulting services. The Company recognizes revenue when it is realized or realizable and earned, and therefore only recognizes revenue when a franchise agreement has been entered into and the franchise fee received. The Company recognizes revenue from the sale of products, royalties, and services when the product has been shipped or the services have been provided in accordance with the contract entered into with the customer. Payments received in advance of satisfaction of the relevant criteria for revenue recognition are recorded as advances from customers. The Company has no responsibility for collections, of trade debt, owed to a franchisee by the franchisees’ clients and therefore will not create an allowance for potential uncollectable obligations owing to it by the franchisee, unless it is determined that the franchisee will default on its obligation the Company. In accordance with the guidance in FASB Topic ASC 605, Revenue Recognition Cost of Goods Sold The Company derives its revenue, primarily, from services and consulting. Therefore there are no direct costs, other than labor, associated with those activities. The cost of consumables, which are provided to promote consistency amongst franchisees consists of expendable materials and equipment, designed to provide consistency within operations. Costs are recognized when the related revenue is recorded. Shipping and handling costs for all sales transactions are billed to the franchisee and are included in cost of goods sold for all periods presented. General and Administrative Expenses General and administrative expenses which includes advertising, promotional and selling expenses, consists of rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. Administrative and Officer Compensation Administrative and officer compensation includes our officers, who are directly involved in management and our employees who provide daily supervision and management of operations. Expenses are recognized as incurred. Where necessary, unpaid compensation was accrued to coincide with reporting periods. Income Taxes Successor The Company uses the liability method of accounting for income taxes under the asset and liability method prescribed under ASC 740, Income Taxes. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of October 31, 2018 and October 31, 2017, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal tax examinations nor has it had any federal income tax penalties since its inception. The New Tax Act, signed into law on December 22, 2017 made significant changes to the Internal Revenue Code. These changes include of corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. Additionally, the NOL carryforward period for new NOLs will change from 20 succeeding taxable years to an indefinite period. With the elimination of the alternative minimum tax, NOLs for taxable years beginning after December 31, 2017, can offset 80% of Federal taxable income. Since the Company is using the asset and liability method of accounting for income taxes and because deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which temporary differences are expected to reverse, the Company is revaluing the net deferred assets, fully offset by a valuation allowance, after December 31, 2017. Predecessor The Predecessor is a corporation; reports its own profits and losses, and has not had taxable income during the current reporting period. Accordingly, no provision for income taxes has been reflected in these financial statements. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method. As the Company incurred net losses for the years ended October 31, 2018 and 2017, no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net income (loss) per share were the same. New Accounting Pronouncements The Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update No. 2014-09, Revenue from contracts with Customers (Topic 606), In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on November 1, 2017, with no material impact to the Company’s financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The Company adopted this standard on November 1, 2018 and there was no material impact to the Company’s financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. This standard will be effective for the Company on November 1, 2019, and the Company is currently evaluating the potential impact on its financial statements. |
MAJOR CUSTOMERS AND ACCOUNTS RE
MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE | 12 Months Ended |
Oct. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE | NOTE 3 – MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE Bare Metal had four unrelated customer and one related party customer, whose revenue, during the year ended October 31, 2018 represented in excess of 10% of the total revenue for related party and total revenue non-related parties and four unrelated customers that represented in excess of 10% of total accounts receivable. Bare Metal had two unrelated customers and one related party customer, whose revenue, during the year ended October 31, 2017 represented in excess of 10% of the total revenue and two unrelated customers that represented in excess of 10% of total accounts receivable. Concentration of revenue and related party revenue- During the year ended October 31, 2018, the Company invoiced royalties and sold products and services, including freight totaling $368,293 or 41.5%, of total sales to one related company, Taylor Brothers, Inc., and $460,068 of non-related party revenue or (16%,16%,13% and 43%), respectively, to four non-related parties.. During the year ended October 31, 2017 Bare Metal invoiced royalties and sold product and services, including freight, totaling $201,429 or 39.7% of its total revenue, to one related company, Taylor Brothers Inc. and $207,456 of non-related party revenue or (21%,10%,9.6%), respectively, to three non-related parties. Concentration of accounts receivable and related party accounts receivable- Receivables arising from sales of the Company's products are not collateralized. As of October 31, 2018, total accounts receivable were $85,243 of which $51,538 or 60.1% was owed by Taylor Brothers, Inc., a related party. As of October 31, 2018, four unrelated customers represented approximately 93% (41%, 20%, 22%, and 10%) of non-related accounts receivable As of October 31, 2017, total accounts receivable were $47,359 of which $16,355 or 35% was owed by a related party. As of October 31, 2018, one unrelated customer accounted for approximately 16% of total accounts receivable. As of October 31, 2017, four unrelated customers represented approximately 91% (40%, 25%, 16%, and 11%) of non-related accounts receivable. |
INVENTORY
INVENTORY | 12 Months Ended |
Oct. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 – INVENTORY Inventories consist of finished goods consumables that are provided to franchisees as a vehicle to maintain consistency of operations. The items are recorded at cost and sold to the franchisees with a nominal mark-up. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial. Inventories are stated at the lower of cost, determined by average cost, or net realizable value. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE On June 13, 2018, the Company borrowed $100,000 from a non-related investor. The note is repayable, in equal monthly instalments, over 120 months with payments of $1,438 at an interest cost of 12%. The note is not convertible, but, is collateralized by 200,000 units of the Company’s common stock, which have been issued. Each common stock unit includes one common share and the right, to purchase, for up to two years, at a cost of $2, one common share. $50,000 of debt discount was recognized in connection with the note related to the warrants and is being amortized in equal annual instalments over the life of the note. The $50,000 fair value of the warrants was determined based on the relative fair value of the warrants and debt, assuming a maximum value based on the most recent sale price of common stock for cash of $0.50 per share, due to the lack of active trading market for the Company’s common stock. On October 31, 2018 the note had been reduced by $1,765 and the cost of the discount had been reduced by $1,923 by a charge to the income statement. On November 14, 2017, the Company opened a line of credit with a bank in the amount of $40,000 bearing interest at the bank prime rate plus 8.5%. During the year ended October 31, 2,018, the Company drew $36,000 against the line of credit and repaid $3,480. $32,520 remained outstanding on October 31, 2018. |
RELATED PARTY DEBT AND TRANSACT
RELATED PARTY DEBT AND TRANSACTIONS | 12 Months Ended |
Oct. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY DEBT AND TRANSACTIONS | NOTE 6 – RELATED PARTY DEBT AND TRANSACTIONS On July 10, 2018, a related party paid $5,000, directly, to a provider of professional services. The Company issued, to the lender, an unsecured promissory note bears interest at 7% interest, is repayable by 36 equal monthly payments of $154.39 principal and interest. As of October 31, 2018, the balance was reduced by $505. The Company has revenue transactions with related parties, and accounts receivable balances from those related parties. See Note 2 and 3. Additionally, the Company has no written employee agreement with its officers or directors. From time to time, the Company may award bonuses to those officers or directors for performance. During the year ended October 31, 2018, the Company paid $11,625 to one officer. We have entered into an agreement with Taylor Brothers Inc. (a Company with common officers and directors) to use their offices. The rent will be $5,000 per month, when Bare Metal Standard completes required funding to support ongoing operations. As of October 31, 2018, the Company owes $19,000 to Taylor Brothers Holdings for fees due under the intellectual property license agreement between the companies. The related party payable, in the amount of $1,924, Taylor Brothers Holdings, (Predecessor) resulted from the acquisition of supplies and products from two related companies. A total of $1,760 owing to Taylor Brothers Distributing, Inc. was repaid in two installments on November 11 and November 16, 2016. The remaining total, of $164, was repaid to a Taylor Brothers, Inc. a franchisee on November 14, 2016. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Oct. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDER'S EQUITY Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock, par value of $0.001. There are none issued . Common Stock The Company is authorized to issue 80,000,000 shares of common stock, $0.001 par value. During the year ended October 31, 2018, the Company, other than reported in the following paragraph did not issue any common shares. During the eight months ended October 31, 2017, the Company sold, for cash, 60,000 of its common shares, at a cost of $0.50 per share for total proceeds of $30,000, and issued 70,000 common shares for services with a value $35,000 and accounted for as stock based compensation. On July 13, 2018, the Company issued 200,000 common share units, which included 200,000 common shares and 200,000 warrants to be exercised within two years, as collateral for a $100,000 loan. Upon repayment of the loan in full, the 200,000 common shares will be returned to the Company. See note 5. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
COMMON STOCK WARRANTS | NOTE 8 – COMMON STOCK WARRANTS Between March 1, 2017 and October 31, 2018 the Company did not sell any common stock units. Each unit outstanding as of October 31, 2018 consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00. The warrants vested upon grant date and will expire between February 8, 2018 and June 13, 2020. 475, 000 expired during the year ended October 31, 2018. On July 13, 2018, the Company issued 200,000 common share units, which included common shares and warrants to be exercised within two years, as collateral for a $100,000 loan. A summary of our stock warrant activity for the period from November 1, 2017 through October 31, 2018 is as follows: Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at beginning of period - October 31, 2017 515,000 2.00 0.73 Expired during the year ended October 31, 2018 (475,000 ) 2.00 - Issued during the year ended October 31, 2018 200,000 2.00 2.00 Outstanding at end of period - October 31, 2018 240,000 2.00 1.37 Exercisable at end of period - October 31, 2018 240,000 2.00 1.37 A summary of our stock warrant activity for the period from March 1, 2017 through October 31, 2017 is as follows : Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at beginning of period - March 1, 2017 515,000 2.00 1.40 Outstanding at end of period - October 31, 2017 515,000 2.00 0.73 Exercisable at end of period - October 31, 2017 515,000 2.00 0.73 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Management agreement On March 1, 2017, the Company entered into a management agreement with Taylor Brothers Holdings, Inc. (a Company with common officers and directors) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The Company’s net operating loss carryover of $408,531 as of October 31, 2018, will expire in 2038. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forward for Federal income tax reporting purposes are subject to annual limitations. If a change in ownership occurs, net operating loss carry forward may be limited as to its use in future years. The Company’s tax returns for the years ended October 31, 2016 through October 31, 2018 are open for IRS audit. On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective for tax years beginning after December 31, 2017. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets at October 31, 2018, which were fully offset by a valuation allowance. Future tax benefits for these net operating loss carry-forwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: The cumulative tax effect at the expected rate of 21% as of October 31, 2018 and 2017 of significant items comprising our net deferred tax amount is as follows: October 31, October 31, 2018 2017 Net operating loss carry forward $ 85,792 $ 52,932 Less: valuation allowance (85,792 ) (52,932 ) Net deferred tax asset $ - - Predecessor Taylor Brothers Holdings, Inc., (Predecessor) is a corporation and is responsible for income tax purposes to report its own operations. Accordingly, no provision for income taxes has been reflected in these financial statements. Previous to its 2016 tax year the Predecessor was an S corporation for tax purposes and, therefore, did not require a valuation allowance. The Predecessor has no unrecognized tax benefits. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On December 24, 2018, our chief executive officer loaned the Company $21,000. The loan has a maturity date of December 20, 2020, and bears interest at 7%, with monthly payments of $940. The Company has made payments of $4,117 against this note payable to date. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant estimates and assumptions made by management include allowance for doubtful accounts, inventory valuation, and provision for excess or expired inventory, depreciation of property and equipment, realization of long-lived assets and fair market value of equity instruments issued for goods or services. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash as of October 31, 2018 and October 31, 2017 included cash on-hand. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company's accounts receivable consists, of amounts owing by franchisees for monthly royalty commitments and for product sales to customers, including the cost of freight incurred to ship the product and other services provided by virtue of the management agreement with Taylor Brothers. Accounts receivable are stated at the amount An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience, and management's evaluation at October 31, 2018 and 2017. Bad debts are written off against the allowance when identified. Bare Metal determined that no allowance was necessary for the years ended October 31, 2018 and 2017. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company places its cash with high credit quality financial institutions. At times such amounts may exceed federally insure limits. Receivables arising from sales of the Company's products are not collateralized. As of October 31, 2018, total accounts receivable were $85,243 of which $51,538 or approximately 60.5% was owed by a related party. On October 31, 2017, total accounts receivable were $47,359, of which $16,355 or approximately 35% was owed by the same related party. As of October 31, 2018, one non - related customer represented approximately 16%, of the total accounts receivable. As of October 31, 2017, four customers represented approximately 91% (40%, 25%, 16%, and 11%) of non-related accounts receivable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. 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. |
Accounting for Derivative Liabilities | Accounting for Derivative Liabilities The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity's Own Equity. |
Beneficial Conversion Features | Beneficial Conversion Features The Company, may, from time to time issue convertible notes that may have conversion prices that create an embedded liability pursuant to accounting guidance. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company determined that it has no financial instruments that meet the criteria for beneficial conversion as of October 31, 2018 nor as of October 31, 2017. |
Share-Based Compensation | Share-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with FASB ASC 718 Compensation—Stock Compensation. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the latest fair market price of the Company's common stock for common share issuances. |
Inventories and Provision for Excess or Expired Inventory | Inventories and Provision for Excess or Expired Inventory Inventory consists of finished goods and consumables held for resale to franchisees, and is valued on an average cost basis. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses. Inventory is reviewed, at least, quarterly. The Company has determined that there was no need to reserve for obsolescence as of October 31, 2018 and October 31, 2017. |
Property and Equipment | Property and Equipment The Company does not possess any property or equipment. |
Long-lived Assets | Long-lived Assets The Company does not possess any long-lived assets. |
Revenue Recognition | Revenue Recognition The Company's revenue is derived from the sale of products, services and training to support the franchisees under its Management agreement with Taylor Brothers, as a percentage of franchisees’ revenue invoiced to their clients, plus specific charges for software usage, sale of consumables and consulting services. The Company recognizes revenue when it is realized or realizable and earned, and therefore only recognizes revenue when a franchise agreement has been entered into and the franchise fee received. The Company recognizes revenue from the sale of products, royalties, and services when the product has been shipped or the services have been provided in accordance with the contract entered into with the customer. Payments received in advance of satisfaction of the relevant criteria for revenue recognition are recorded as advances from customers. The Company has no responsibility for collections, of trade debt, owed to a franchisee by the franchisees’ clients and therefore will not create an allowance for potential uncollectable obligations owing to it by the franchisee, unless it is determined that the franchisee will default on its obligation the Company. In accordance with the guidance in FASB Topic ASC 605, Revenue Recognition |
Cost of Goods Sold | Cost of Goods Sold The Company derives its revenue, primarily, from services and consulting. Therefore there are no direct costs, other than labor, associated with those activities. The cost of consumables, which are provided to promote consistency amongst franchisees consists of expendable materials and equipment, designed to provide consistency within operations. Costs are recognized when the related revenue is recorded. Shipping and handling costs for all sales transactions are billed to the franchisee and are included in cost of goods sold for all periods presented. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses which includes advertising, promotional and selling expenses, consists of rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. |
Administrative and Officer Compensation | Administrative and Officer Compensation Administrative and officer compensation includes our officers, who are directly involved in management and our employees who provide daily supervision and management of operations. Expenses are recognized as incurred. Where necessary, unpaid compensation was accrued to coincide with reporting periods. |
Income Taxes | Income Taxes Successor The Company uses the liability method of accounting for income taxes under the asset and liability method prescribed under ASC 740, Income Taxes. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of October 31, 2018 and October 31, 2017, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal tax examinations nor has it had any federal income tax penalties since its inception. The New Tax Act, signed into law on December 22, 2017 made significant changes to the Internal Revenue Code. These changes include of corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. Additionally, the NOL carryforward period for new NOLs will change from 20 succeeding taxable years to an indefinite period. With the elimination of the alternative minimum tax, NOLs for taxable years beginning after December 31, 2017, can offset 80% of Federal taxable income. Since the Company is using the asset and liability method of accounting for income taxes and because deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which temporary differences are expected to reverse, the Company is revaluing the net deferred assets, fully offset by a valuation allowance, after December 31, 2017. Predecessor The Predecessor is a corporation; reports its own profits and losses, and has not had taxable income during the current reporting period. Accordingly, no provision for income taxes has been reflected in these financial statements. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method. As the Company incurred net losses for the years ended October 31, 2018 and 2017, no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net income (loss) per share were the same. |
New Accounting Pronouncements | New Accounting Pronouncements The Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update No. 2014-09, Revenue from contracts with Customers (Topic 606), In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on November 1, 2017, with no material impact to the Company’s financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The Company adopted this standard on November 1, 2018 and there was no material impact to the Company’s financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. This standard will be effective for the Company on November 1, 2019, and the Company is currently evaluating the potential impact on its financial statements. |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Summary of stock warrant activity | A summary of our stock warrant activity for the period from November 1, 2017 through October 31, 2018 is as follows: Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at beginning of period - October 31, 2017 515,000 2.00 0.73 Expired during the year ended October 31, 2018 (475,000 ) 2.00 - Issued during the year ended October 31, 2018 200,000 2.00 2.00 Outstanding at end of period - October 31, 2018 240,000 2.00 1.37 Exercisable at end of period - October 31, 2018 240,000 2.00 1.37 A summary of our stock warrant activity for the period from March 1, 2017 through October 31, 2017 is as follows : Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at beginning of period - March 1, 2017 515,000 2.00 1.40 Outstanding at end of period - October 31, 2017 515,000 2.00 0.73 Exercisable at end of period - October 31, 2017 515,000 2.00 0.73 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The cumulative tax effect at the expected rate of 21% as of October 31, 2018 and 2017 of significant items comprising our net deferred tax amount is as follows: October 31, October 31, 2018 2017 Net operating loss carry forward $ 85,792 $ 52,932 Less: valuation allowance (85,792 ) (52,932 ) Net deferred tax asset $ - - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - Taylor Brothers Holdings, Inc. [Member] | Mar. 02, 2017USD ($) |
Revenue, percentage | 100.00% |
Monthly fee | $ 2,000 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 30, 2018 | Oct. 30, 2017 | |
Accounts receivable | $ 31,004 | $ 33,705 | |||
Accounts receivable - related parties | $ 85,243 | ||||
Corporate income tax rate | 35.00% | 35.00% | |||
Previoulsy corporate income tax rate | 21.00% | 21.00% | |||
Federal taxable income offset | 80.00% | ||||
Accounts Receivable [Member] | |||||
Concentration risk, percentage | 35.00% | 60.10% | |||
Accounts receivable - related parties | $ 47,359 | $ 85,243 | |||
Accounts Receivable [Member] | Related Party [Member] | |||||
Accounts receivable | 16,355 | 51,538 | |||
Concentration risk, percentage | 60.50% | 35.00% | |||
Accounts receivable - related parties | $ 16,355 | $ 51,538 | |||
Accounts Receivable [Member] | One Related Company [Member] | |||||
Concentration risk, percentage | 16.00% | ||||
Accounts Receivable [Member] | One Non-Related Party [Member] | |||||
Concentration risk, percentage | 40.00% | 22.00% | |||
Accounts Receivable [Member] | Two Non-Related Party [Member] | |||||
Concentration risk, percentage | 25.00% | 20.00% | |||
Accounts Receivable [Member] | Three Non-Related Party [Member] | |||||
Concentration risk, percentage | 16.00% | 22.00% | 16.00% | ||
Accounts Receivable [Member] | Four Non-Related Party [Member] | |||||
Concentration risk, percentage | 11.00% | 10.00% | |||
Sales Revenue, Net [Member] | One Related Company [Member] | |||||
Concentration risk, percentage | 39.70% | 41.50% | |||
Sales Revenue, Net [Member] | One Non-Related Party [Member] | |||||
Concentration risk, percentage | 21.00% | 16.00% | |||
Sales Revenue, Net [Member] | Two Non-Related Party [Member] | |||||
Concentration risk, percentage | 10.00% | 16.00% | |||
Sales Revenue, Net [Member] | Three Non-Related Party [Member] | |||||
Concentration risk, percentage | 9.60% | 13.00% | |||
Sales Revenue, Net [Member] | Four Non-Related Party [Member] | |||||
Concentration risk, percentage | 12.00% | 43.00% |
MAJOR CUSTOMERS AND ACCOUNTS _2
MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Oct. 31, 2018 | Oct. 30, 2018 | Oct. 31, 2017 | Oct. 30, 2017 | |
Accounts receivable - related parties | $ 85,243 | ||||
Sales Revenue, Net [Member] | One Related Company [Member] | |||||
Revenue from related party | $ 201,429 | $ 368,293 | |||
Concentration risk, percentage | 39.70% | 41.50% | |||
Sales Revenue, Net [Member] | One Non-Related Party [Member] | |||||
Revenue from related party | $ 207,456 | $ 460,068 | |||
Concentration risk, percentage | 21.00% | 16.00% | |||
Sales Revenue, Net [Member] | Two Non-Related Party [Member] | |||||
Concentration risk, percentage | 10.00% | 16.00% | |||
Sales Revenue, Net [Member] | Two Non-Related Party [Member] | Taylor Brothers Holdings, Inc. [Member] | Predecessor [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Sales Revenue, Net [Member] | Three Non-Related Party [Member] | |||||
Concentration risk, percentage | 9.60% | 13.00% | |||
Sales Revenue, Net [Member] | Four Non-Related Party [Member] | |||||
Concentration risk, percentage | 12.00% | 43.00% | |||
Sales Revenue, Net [Member] | Four Non-Related Party [Member] | Taylor Brothers Holdings, Inc. [Member] | Predecessor [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Accounts Receivable [Member] | |||||
Concentration risk, percentage | 35.00% | 60.10% | |||
Accounts receivable - related parties | $ 47,359 | $ 85,243 | $ 47,359 | ||
Accounts Receivable [Member] | Related Party [Member] | |||||
Concentration risk, percentage | 60.50% | 35.00% | |||
Accounts receivable - related parties | $ 16,355 | $ 51,538 | $ 16,355 | ||
Accounts Receivable [Member] | One Related Company [Member] | |||||
Concentration risk, percentage | 16.00% | ||||
Accounts Receivable [Member] | One Non-Related Party [Member] | |||||
Concentration risk, percentage | 40.00% | 22.00% | |||
Accounts Receivable [Member] | Two Non-Related Party [Member] | |||||
Concentration risk, percentage | 25.00% | 20.00% | |||
Accounts Receivable [Member] | Two Non-Related Party [Member] | Predecessor [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Accounts Receivable [Member] | Three Non-Related Party [Member] | |||||
Concentration risk, percentage | 16.00% | 22.00% | 16.00% | ||
Accounts Receivable [Member] | Four Non-Related Party [Member] | |||||
Concentration risk, percentage | 11.00% | 10.00% | |||
Accounts Receivable [Member] | Four Non-Related Party [Member] | Predecessor [Member] | |||||
Concentration risk, percentage | 10.00% |
NOTES PAYABLE (Details Narrati
NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 13, 2018 | Jul. 10, 2018 | Jun. 13, 2018 | Nov. 14, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 |
Principal amount | $ 100,000 | ||||||
Description of loan collateral | Collateral for a $100,000 loan. | ||||||
Reduction of debt discount | $ 1,923 | ||||||
Description of common stock | Each unit outstanding as of October 31, 2018 consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00. | ||||||
12% Note Payable [Member] | |||||||
Frequency of periodic payment | equal monthly payments | ||||||
Reduction of loan amount | $ 505 | $ 505 | |||||
12% Note Payable [Member] | Non-Related Party [Member] | |||||||
Principal amount | $ 100,000 | ||||||
Description of loan collateral | Collateralized by 200,000 units of the Company’s common stock, which have been issued. | ||||||
Periodic payment of loan | $ 1,438 | 3,480 | |||||
Frequency of periodic payment | equal monthly instalments | ||||||
Debt discount | $ 50,000 | ||||||
Fair value of warrant | $ 50,000 | ||||||
Stock price | $ 0.50 | ||||||
Reduction of loan amount | 1,765 | 1,765 | |||||
Reduction of debt discount | 1,923 | ||||||
Line of credit | $ 40,000 | 36,000 | 36,000 | ||||
Prime rate | 8.50% | ||||||
Line of credit outstanding | $ 32,520 | $ 32,520 | |||||
Description of common stock | Each common stock unit includes one common share and the right, to purchase, for up to two years, at a cost of $2, one common share. |
RELATED PARTY DEBT AND TRANSA_2
RELATED PARTY DEBT AND TRANSACTIONS (Details Narrative) - USD ($) | Jul. 10, 2018 | Oct. 31, 2018 | Nov. 16, 2016 | Nov. 11, 2016 |
Officer [Member] | ||||
Bonus paid | $ 11,625 | |||
Taylor Brothers Holdings, Inc. [Member] | ||||
Related party debt | $ 1,760 | $ 1,760 | ||
Remaining related party debt | $ 164 | |||
Taylor Brothers Holdings, Inc. [Member] | Intellectual Property [Member] | ||||
Revenue from two related party | 1,924 | |||
Taylor Brothers Holdings, Inc. [Member] | Intellectual Property [Member] | License Agreement [Member] | ||||
Related party debt | 19,000 | |||
Revenue from related party | 5,000 | |||
Taylor Brothers Holdings, Inc. [Member] | Officer [Member] | ||||
Monthly rent paid | 5,000 | |||
7% Unsecured Promissory Note | ||||
Related party debt | $ 5,000 | |||
Frequency of periodic payment | equal monthly payments | |||
Reduction of loan amount | $ 505 | |||
Debt principle and interest payable | $ 154 |
STOCKHOLDER'S EQUITY (Details N
STOCKHOLDER'S EQUITY (Details Narrative) - USD ($) | Jul. 13, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Feb. 28, 2017 |
Common stock, authorized | 80,000,000 | 80,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Number of shares sold | 200,000 | 60,000 | ||
Share price (in dollars per share) | $ 0.50 | |||
Cash received from sale of common stock | $ 30,000 | |||
Common shares issued for services | $ (35,000) | |||
Common shares issued for services (in shares) | 70,000 | |||
Warrant term | 2 years | 8 months 23 days | 1 year 4 months 13 days | 1 year 4 months 24 days |
Description of loan collateral | Collateral for a $100,000 loan. | |||
Warrant [Member] | ||||
Number of shares sold | 200,000 | |||
Common Stock [Member] | ||||
Number of shares sold | 200,000 | |||
Common shares issued for services | $ 70 | |||
Common shares issued for services (in shares) | 70,000 | |||
Periodic payment of loan | $ 200,000 |
COMMON STOCK WARRANTS (Details)
COMMON STOCK WARRANTS (Details) - $ / shares | 8 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Oct. 31, 2018 | |
Class of Warrant Outstanding [Roll Forward] | ||
Outstanding at beginning | 515,000 | 515,000 |
Expired | (475,000) | |
Issued | 200,000 | |
Outstanding at ending | 515,000 | 240,000 |
Exercisable | 515,000 | 240,000 |
Class of Warrant Outstanding Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | $ 2 | $ 2 |
Expired | 2 | |
Issued | 2 | |
Outstanding at ending | 2 | 2 |
Exercisable | $ 2 | $ 2 |
Class of Warrant Outstanding Weighted Average Remaining Life [Roll Forward] | ||
Outstanding at beginning | 1 year 4 months 24 days | 8 months 23 days |
Issued | 2 years | |
Outstanding at ending | 8 months 23 days | 1 year 4 months 13 days |
Exercisable | 8 months 23 days | 1 year 4 months 13 days |
COMMON STOCK WARRANTS (Details
COMMON STOCK WARRANTS (Details Narrative) - USD ($) | Jul. 13, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Feb. 28, 2017 |
Equity [Abstract] | ||||
Description of unit outstanding | Each unit outstanding as of October 31, 2018 consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00. | |||
Warrant expired | 475,000 | |||
Number of common stock units issued as collateral | 200,000 | |||
Warrant term | 2 years | 1 year 4 months 13 days | 8 months 23 days | 1 year 4 months 24 days |
Loan face amount | $ 100,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Oct. 31, 2018 | Oct. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 85,792 | $ 52,932 |
Less: valuation allowance | (85,792) | (52,932) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 408,531 | |
Operating loss expiration Date | Oct. 31, 2038 | |
Corporate income tax rate | 35.00% | 35.00% |
Previoulsy corporate income tax rate | 21.00% | 21.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 24, 2018 | Oct. 31, 2018 | Jul. 13, 2018 |
Subsequent Event [Line Items] | |||
Loan amount | $ 100,000 | ||
Payment for note payable | $ 505 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Loan amount | $ 21,000 | ||
Maturity date | Dec. 20, 2020 | ||
Interest rate | 7.00% | ||
Monthly payment | $ 940 | ||
Payment for note payable | $ 4,117 |