Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Tribus Enterprises, Inc. | |
Entity Central Index Key | 1,706,573 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,541,658 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Current assets | ||
Cash | $ 84,134 | $ 298,942 |
Prepaid expenses | 1,725 | 2,992 |
Total current assets | 85,859 | 301,934 |
Deposits | 2,440 | 2,240 |
Equipment, net of accumulated depreciation of $6,200 and $374, respectively | 47,853 | 7,760 |
Total assets | 136,152 | 311,934 |
Current liabilities | ||
Accounts payable and accrued liabilities | 20,356 | 3,244 |
Accrued rent | 7,049 | |
Loan, current (Note 7) | 6,488 | |
Total current liabilities | 33,893 | 3,244 |
Loan, net of current portion (Note 7) | 23,789 | |
Total liabilities | 57,682 | 3,244 |
Stockholders' equity | ||
Common stock subscribed | 21,000 | |
Common stock, $0.001 par value; 100,000,000 authorized 5,541,658 issued and outstanding at September 30, 2017 and March 31, 2017, respectively | 5,542 | 5,542 |
Additional paid in capital | 338,403 | 338,403 |
Accumulated deficit | (306,475) | (55,255) |
Total stockholders' equity | 78,470 | 308,690 |
Total liabilities and stockholders' equity | 136,152 | 311,934 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | 20,000 | |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | $ 20,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Accumulated depreciation | $ 6,200 | $ 374 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 5,541,658 | 5,541,658 |
Common stock, outstanding | 5,541,658 | 5,541,658 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 19,999,998 | 19,999,998 |
Preferred stock outstanding | 19,999,998 | 19,999,998 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | ||
Preferred stock outstanding |
UNAUDITED CONSOLDIATED STATEMEN
UNAUDITED CONSOLDIATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating expenses | ||||
Employee costs | $ 50,167 | $ 104,350 | ||
Professional fees | 8,401 | 14,042 | 285 | |
General and administrative | 48,694 | 98,474 | 109 | |
Facilities | 12,206 | 20,616 | ||
Research and development | 5,931 | 7,911 | ||
Depreciation expense | 3,256 | 5,827 | ||
Total operating expenses | 128,655 | 251,220 | 394 | |
Net and comprehensive loss | $ (128,655) | $ (251,220) | $ (394) | |
Net loss per share, basic and diluted (in dollars per share) | $ 0 | $ 0 | $ (0.04) | $ 0 |
Weighted average shares outstanding, basic and diluted (in shares) | 5,541,658 | 5,541,658 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (251,220) | $ (394) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5,827 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,267 | |
Deposits | (200) | |
Accounts payable and accrued liabilities | 17,112 | (5,687) |
Deferred rent | 7,049 | |
Net cash used in operating activities | (220,165) | (6,081) |
Cash flows from investing activities | ||
Purchase of equipment | (13,481) | |
Net cash used in investing activities | (13,481) | |
Cash flows from financing activities | ||
Loan repayments | (2,162) | |
Cash contributions by related parties | 4,160 | |
Proceeds from common stock subscriptions | 21,000 | |
Net cash provided by financing activities | 18,838 | 4,160 |
Cash, beginning of period | 298,942 | 2,230 |
Net change in cash | (214,808) | (1,921) |
Cash, end of period | 84,134 | 309 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Loan entered into for purchase of vehicle | $ 32,439 |
NATURE OF OPERATIONS AND ORGANI
NATURE OF OPERATIONS AND ORGANIZATION | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND ORGANIZATION | NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION The Company was incorporated in the State of Washington on March 29, 2017 for the purpose of developing, designing, manufacturing and distributing hand tools. Upon incorporation, the Company entered into a share exchange agreement with Tribus Innovations, LLC (“Tribus Innovations”) and acquired all of the outstanding ownership interests of Tribus Innovations. Tribus Innovations was formed on December 1, 2015. The transaction was accounted for as a reverse merger and these financial statements present the historical financial information of Tribus Innovations from its inception and include the financial information of the Company from the completion of the share exchange agreement on March 29, 2017. The Company has not yet realized revenues from its planned business activities. |
UNAUDITED CONDENSED CONSOLDIATE
UNAUDITED CONDENSED CONSOLDIATED INTERIM FINANCIAL STATEMENTS | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
UNAUDITED CONDENSED CONSOLDIATED INTERIM FINANCIAL STATEMENTS | NOTE 2 – UNAUDITED CONDENSED CONSOLDIATED INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ended September 30, 2017 and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2017 audited financial statements. The results of operations for the periods ended September 30, 2017 are not necessarily indicative of the operating results for the full year. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Tribus Innovations LLC. All intercompany balances and transactions are eliminated on consolidation. The preparation of consolidated 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 at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully its plans and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK Authorized The Company is authorized to issue up to 20,000,000 shares of $0.001 par value Series A Preferred Stock, 5,000,000 shares of $0.001 par value Series B Preferred Stock and 100,000,000 shares of $0.001 par value Common Stock. The holders of the Series A Preferred Stock are entitled to 10 votes for each share held. Each share of Series A Preferred Stock is convertible into 10 shares of Common Stock at the discretion of the Company’s directors. In the event that there is a change of control transaction, each share of Series A Preferred Stock is convertible into 4 shares of Common Stock at the option of the holder. The holders of the Series A Preferred Stock are entitled to participate in dividends. Dividends are non-cumulative and are at the discretion of the Company’s directors. Common Stock Subscribed During the three months ended September 30, 2017, the Company accepted five separate stock subscriptions to issue a total of 84,000 shares of common stock at $0.25 per share resulting in total cash proceeds of $21,000. The shares of common stock will be issued upon achieving certain minimum cash raise requirements as set forth in the subscription agreements. Issued At inception on March 29, 2017, the Company issued 19,999,998 Series A Preferred Shares to the owners of Tribus Innovations LLC. A further 2,600,000 shares of Common Stock were also issued to the owners of Tribus Innovations LLC pursuant to the share exchange agreement as discussed in Note 1 – Nature of Operations and Organization On March 31, 2017, the Company issued 2,941,658 shares of common stock for cash proceeds of $352,760. There were 19,999,998, -0- and 5,541,658 shares of Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock issued and outstanding as of September 30, 2017 and March 31, 2017, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES On March 23, 2017, the Company entered into a lease agreement for the rent of warehouse space that terminates on April 30, 2022 which was amended on May 20, 2017. The lease requires future minimum payments as shown below: Year ending March 31, 2018 $ 23,040 2019 47,334 2020 48,757 2021 50,207 2022 51,725 2023 4,321 Total $ 225,384 |
RELATED PARTY BALANCES
RELATED PARTY BALANCES | 6 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES | NOTE 6 – RELATED PARTY BALANCES Included in accrued liabilities at September 30, 2017 is $nil (March 31, 2017 - $1,154) due to a director and officer of the Company for an accrual of salary. This amount is unsecured, does not bear interest and is due on demand. |
LOAN PAYABLE
LOAN PAYABLE | 6 Months Ended |
Sep. 30, 2017 | |
Debt Instruments [Abstract] | |
LOAN PAYABLE | NOTE 7 – LOAN PAYABLE During the six months ended September 30, 2017 the Company entered into a loan in order to acquire a vehicle. The loan is repayable over five years at $541 per month, is secured by the vehicle and bears interest a 0%. Management determined that the fair value of the loan was not significantly different from its face value and therefore no discount has been recorded. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Subsequent to September 30, 2017, the Company accepted subscription agreements to issue a further 462,000 shares of common stock at a price of $0.25 per share resulting in cash proceeds to the Company of $115,500. Additionally, the Company accepted two subscription agreements to issue a total of 250,000 shares of Series B Convertible Preferred stock at a price of $0.80 per share resulting in cash proceeds of $200,000. The Series B Convertible Preferred stock is convertible into four shares of Common Stock at the discretion of the Company’s directors.” |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Tables | |
Schedule of future minimum lease payments | The lease requires future minimum payments as shown below: Year ending March 31, 2018 $ 23,040 2019 47,334 2020 48,757 2021 50,207 2022 51,725 2023 4,321 Total $ 225,384 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) | Mar. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Subscription$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Mar. 29, 2017shares |
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, issued | 5,541,658 | 5,541,658 | 5,541,658 | ||
Common stock, outstanding | 5,541,658 | 5,541,658 | 5,541,658 | ||
Number of shares issued | 2,941,658 | ||||
Proceeds from issuance of common stock | $ | $ 352,760 | $ 21,000 | |||
Subscription Agreements [Member] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.25 | $ 0.25 | |||
Number of subscriptions | Subscription | 5 | ||||
Number of common shares subscribed | 84,000 | 84,000 | |||
Proceeds from issuance of common stock | $ | $ 84,000 | ||||
Share Exchange Agreement [Member] | Tribus Innovations LLC [Member] | |||||
Common stock, issued | 2,600,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, issued | 19,999,998 | 19,999,998 | 19,999,998 | ||
Preferred stock, outstanding | 19,999,998 | 19,999,998 | 19,999,998 | ||
Preferred stock, voting rights | The holders of the Series A Preferred Stock are entitled to 10 votes for each share held. | ||||
Description of conversion | Each share of Series A Preferred Stock is convertible into 10 shares of Common Stock at the discretion of the Company’s directors. In the event that there is a change of control transaction, each share of Series A Preferred Stock is convertible into 4 shares of Common Stock at the option of the holder. | ||||
Series A Preferred Stock [Member] | Share Exchange Agreement [Member] | Tribus Innovations LLC [Member] | |||||
Preferred stock, issued | 19,999,998 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, issued | |||||
Preferred stock, outstanding |
COMMITMENTS AND CONTINGENCIES16
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 23,040 |
2,019 | 47,334 |
2,020 | 48,757 |
2,021 | 50,207 |
2,022 | 51,725 |
2,023 | 4,321 |
Total | $ 225,384 |
RELATED PARTY BALANCES (Details
RELATED PARTY BALANCES (Details Narrative) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Related Party Transactions [Abstract] | ||
Due to director and officers | $ 1,154 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - 0% Loans Payable [Member] | 6 Months Ended |
Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |
Loan term | 5 years |
Monthly loan repayment | $ 541 |
Description of loan collateral | Secured by the vehicle |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Oct. 02, 2017USD ($)Subscription$ / sharesshares | Mar. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)Subscription | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Subsequent Event [Line Items] | |||||
Number of shares issued | shares | 2,941,658 | ||||
Proceeds from issuance of common stock | $ 352,760 | $ 21,000 | |||
Subscription Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 84,000 | ||||
Number of subscriptions | Subscription | 5 | ||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Terms of conversion | The Series B Convertible Preferred stock is convertible into four shares of Common Stock at the discretion of the Company’s directors.” | ||||
Subsequent Event [Member] | Subscription Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | shares | 462,000 | ||||
Proceeds from issuance of common stock | $ 115,500 | ||||
Share price (in dollars per share) | $ / shares | $ 0.25 | ||||
Subsequent Event [Member] | Subscription Agreements [Member] | Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | shares | 250,000 | ||||
Proceeds from issuance of common stock | $ 200,000 | ||||
Share price (in dollars per share) | $ / shares | $ 0.80 | ||||
Number of subscriptions | Subscription | 2 |