Document and Entity Information
Document and Entity Information | 12 Months Ended |
Mar. 31, 2018USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | Tribus Enterprises, Inc. |
Entity Central Index Key | 1,706,573 |
Document Type | 10-K |
Document Period End Date | Mar. 31, 2018 |
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 | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Public Float | $ | $ 0 |
Entity Common Stock, Shares Outstanding | shares | 6,903,658 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Current assets | ||
Cash | $ 913,958 | $ 298,942 |
Prepaid expenses | 2,992 | |
Total current assets | 913,958 | 301,934 |
Deposits | 2,440 | 2,240 |
Equipment, net of accumulated depreciation of $13,360 and $374, respectively | 48,444 | 7,760 |
Total assets | 964,842 | 311,934 |
Current liabilities | ||
Accounts payable and accrued liabilities | 32,936 | 3,244 |
Accrued rent | 7,827 | |
Loan, current (Note 8) | 6,488 | |
Total current liabilities | 47,251 | 3,244 |
Loan, net of current portion (Note 8) | 20,545 | |
Total liabilities | 67,796 | 3,244 |
Stockholders' equity | ||
Common stock, $0.001 par value; 100,000,000 authorized; 6,903,658 and 5,541,658 issued and outstanding at March 31, 2018 and 2017, respectively | 6,904 | 5,542 |
Additional paid in capital | 1,462,533 | 338,403 |
Accumulated deficit | (593,399) | (55,255) |
Total stockholders' equity | 897,046 | 308,690 |
Total liabilities and stockholders' equity | 964,842 | 311,934 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | 20,000 | 20,000 |
Total stockholders' equity | 20,000 | 20,000 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | 1,008 | |
Total stockholders' equity | $ 1,008 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Accumulated depreciation | $ 13,360 | $ 374 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, authorized | 25,000,000 | |
Preferred stock outstanding | 204,029,980 | 199,999,980 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 6,903,658 | 5,541,658 |
Common stock, outstanding | 6,903,658 | 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 | 1,007,500 | 0 |
Preferred stock outstanding | 1,007,500 | 0 |
CONSOLDIATED STATEMENTS OF OPER
CONSOLDIATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses | ||
Employee costs | $ 223,415 | $ 7,863 |
Professional fees | 35,632 | 25,285 |
General and administrative | 187,256 | 9,035 |
Facilities | 45,808 | |
Research and development | 33,047 | 5,000 |
Depreciation expense | 12,986 | 374 |
Total operating expenses | 538,144 | 47,557 |
Net and comprehensive loss | $ (538,144) | $ (47,557) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.09) | $ 0 |
Weighted average shares outstanding, basic and diluted (in shares) | 5,824,957 | 5,541,325 |
CONSOLDIATED STATEMENT OF STOCK
CONSOLDIATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Mar. 31, 2016 | $ 4,240 | $ (7,698) | $ (3,458) | |||
Balance at beginning (in shares) at Mar. 31, 2016 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued in recapitalization | $ 20,000 | $ 2,600 | (22,600) | |||
Shares issued in recapitalization (in shares) | 19,999,998 | 2,600,000 | ||||
Cash contributions | 6,945 | 6,945 | ||||
Common stock issued for cash | $ 2,942 | 349,818 | 352,760 | |||
Common stock issued for cash (in shares) | 2,941,658 | |||||
Net Loss | (47,557) | (47,557) | ||||
Balance at end at Mar. 31, 2017 | $ 20,000 | $ 5,542 | 338,403 | (55,255) | 308,690 | |
Balance at end (in shares) at Mar. 31, 2017 | 19,999,998 | 5,541,658 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Series B convertible stock issued for cash | $ 976 | 780,024 | 781,000 | |||
Series B convertible stock issued for cash (in shares) | 976,250 | |||||
Common stock issued for cash | $ 1,462 | 344,038 | 345,500 | |||
Common stock issued for cash (in shares) | 1,462,000 | |||||
Exchange of common stock to series B convertible preferred stock | $ 32 | $ (100) | 68 | |||
Exchange of common stock to series B convertible preferred stock | 31,250 | (100,000) | ||||
Net Loss | (538,144) | (538,144) | ||||
Balance at end at Mar. 31, 2018 | $ 20,000 | $ 1,008 | $ 6,904 | $ 1,462,533 | $ (593,399) | $ 897,046 |
Balance at end (in shares) at Mar. 31, 2018 | 19,999,998 | 1,007,500 | 6,903,658 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (538,144) | $ (47,557) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 12,986 | 374 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 2,992 | (2,992) |
Deposits | (200) | (2,240) |
Accounts payable and accrued liabilities | 29,692 | (2,444) |
Deferred rent | 7,827 | |
Net cash used in operating activities | (484,847) | (54,859) |
Cash flows from investing activities | ||
Purchase of equipment | (21,231) | |
Net cash used in investing activities | (21,231) | |
Cash flows from financing activities | ||
Loan repayments | (5,406) | |
Cash contributions by related parties | 6,945 | |
Proceeds from sale of common stock | 345,500 | 352,760 |
Proceeds from the sale of series B preferred stock | 781,000 | |
Net cash provided by financing activities | 1,121,094 | 359,705 |
Cash, beginning of period | 298,942 | 2,230 |
Net change in cash | 615,016 | 296,712 |
Cash, end of period | 913,958 | 298,942 |
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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2018 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of Tribus Enterprises, Inc. (the “Company”) is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. Organization, Nature of Business and Trade Name 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. Basis of Presentation and Use of Estimates 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. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents. Revenue and Cost Recognition The Company has no operations outside of those organizational in nature to date. The Company has not yet recognized revenues from its planned business activities. Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 Level 2 Level 3 The Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. Capital Stock The Company has authorized one hundred million (100,000,000) shares of common stock with $0.001 par value and twenty five million (25,000,000) shares of preferred stock with $0.001 par value. Of the 25,000,000 authorized shares of preferred stock, 20,000,000 are designated as series A convertible stock and 5,000,000 designated as series B convertible stock. Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Basic Net Loss Per Share Basic net loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At March 31, 2018 and 2017, the Company had 19,999,998 and 19,999,998 shares of series A convertible preferred stock and 1,007,500 and -0- shares of series B convertible stock outstanding, respectively. Each share of series A convertible preferred stock is convertible to 10 shares of common stock at the discretion of the board of directors and each share of series B convertible preferred stock is convertible to 4 shares of common stock at the option of the stockholder. The outstanding preferred stock as of March 31, 2018 and 2017 represented 204,029,980 and 199,999,980 new dilutive common shares if converted at the applicable rates. The effects of these notes have been excluded as the conversion would be anti-dilutive due to the net loss incurred in each period presented. Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-02 on our financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Property and equipment Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations. Refer to Note 3 – Equipment |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – 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 accomplish its business plan 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. The Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. 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. |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Mar. 31, 2018 | |
Equipment | |
EQUIPMENT | NOTE 3 – EQUIPMENT The Company had equipment net of accumulated depreciation of $48,444 and $7,760 as of March 31, 2018 and 2017, respectively, consisting of: March 31, 2018 2017 Computers 17,307 8,134 Furniture and Equipment 6,083 — Leasehold Improvements 975 — Vehicles 37,439 — Total 61,804 8,134 Less: accumulated depreciation (13,360 ) (374 ) Net carrying value $ 48,444 $ 7,760 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2018 | |
Income Taxes | |
INCOME TAXES | NOTE 4 – INCOME TAXES The Company did not provide any current or deferred U.S. federal income tax provision or benefit for the year ended March 31, 2018 or 2017 due to the operating losses experienced during the years ended March 31, 2018 and 2017. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%. The change in blended tax rate reduced the 2017 net operating loss carry forward deferred tax assets by approximately $6,700. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended March 31, 2018 or 2017 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: March 31, 2018 2017 Income tax provision at the federal statutory rate 35.00 % 35.00 % Deferred tax rate changes - US income tax reform (15.00 )% — Change in valuation allowance (20.00 %) (35.00 %) Effect on operating losses 0.00 % 0.00 % Net deferred tax assets consist of the following: March 31, 2018 2017 Net operating loss carry forward $ 119,090 $ 16,868 Valuation allowance (119,090 ) (16,868 ) Net deferred tax asset $ — $ — The Company has net federal operating loss carry forward of approximately $567,000 which may be carried forward indefinitely. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 5 – 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. The holders of the Series B Preferred Stock are entitled to 4 votes for each share held. Each share of Series B Preferred Stock is convertible into 4 shares of Common Stock at the discretion of the stockholder. The holders of the Series B Preferred Stock are entitled to participate in dividends. Dividends are non-cumulative and are at the discretion of the Company’s directors. 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. The issuance of these shares of Common Stock and Preferred Stock were accounted as a recapitalization transaction reflecting the reverse merger of the Company by Tribus Innovations LLC. On March 31, 2017, the Company issued 2,941,658 shares of common stock for cash proceeds of $352,760. During the year ended March 31, 2018, the Company accepted stock subscriptions to issue a total of 1,462,000 shares of common stock at $0.25 per share resulting in gross cash proceeds of $365,500. The Company paid a finder’s fee of $20,000 which was recorded as a reduction to additional paid in capital resulting in net proceeds from the sale of common stock of $345,500. During the year ended March 31, 2018, the Company issued a total of 976,250 shares of Series B Convertible Preferred Stock for total cash proceeds of $781,000. Additionally, the Company issued 31,250 shares of Series B Convertible Preferred Stock in exchange for 100,000 shares of common stock. There were 19,999,998; 1,007,500 and 6,903,658 shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Common Stock issued and outstanding as of March 31, 2018. 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 March 31, 2017. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES On March 23, 2017 (and as amended on May 20, 2017), the Company entered into a lease agreement for the rent of warehouse space that terminates on April 30, 2022. The lease requires future minimum payments as shown below: Year ending March 31, 2019 $ 47,334 2020 48,757 2021 50,207 2022 51,725 2023 4,321 Total $ 202,344 |
RELATED PARTY BALANCES
RELATED PARTY BALANCES | 12 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES | NOTE 7 – RELATED PARTY BALANCES Included in accrued liabilities at March 31, 2018 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 | 12 Months Ended |
Mar. 31, 2018 | |
Debt Instruments [Abstract] | |
LOAN PAYABLE | NOTE 8 – LOAN PAYABLE During the year ended March 31, 2018 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 at 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 | 12 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On April 18, 2018, the Company entered into a manufacturing subcontract agreement whereby the subcontractor agrees to undertaken and complete certain manufacturing work as requested by the Company. In connection with this agreement, the Company made a start-up down payment of $250,000. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
Summary Of Significant Accounting Policies | |
Organization, Nature of Business and Trade Name | Organization, Nature of Business and Trade Name 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. |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company has no operations outside of those organizational in nature to date. The Company has not yet recognized revenues from its planned business activities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 Level 2 Level 3 The Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. |
Capital Stock | Capital Stock The Company has authorized one hundred million (100,000,000) shares of common stock with $0.001 par value and twenty five million (25,000,000) shares of preferred stock with $0.001 par value. Of the 25,000,000 authorized shares of preferred stock, 20,000,000 are designated as series A convertible stock and 5,000,000 designated as series B convertible stock. |
Income Taxes | Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. |
Basic Net Loss Per Share | Basic Net Loss Per Share Basic net loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At March 31, 2018 and 2017, the Company had 19,999,998 and 19,999,998 shares of series A convertible preferred stock and 1,007,500 and -0- shares of series B convertible stock outstanding, respectively. Each share of series A convertible preferred stock is convertible to 10 shares of common stock at the discretion of the board of directors and each share of series B convertible preferred stock is convertible to 4 shares of common stock at the option of the stockholder. The outstanding preferred stock as of March 31, 2018 and 2017 represented 204,029,980 and 199,999,980 new dilutive common shares if converted at the applicable rates. The effects of these notes have been excluded as the conversion would be anti-dilutive due to the net loss incurred in each period presented. |
Advertising Costs | Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-02 on our financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations. Refer to Note 3 – Equipment |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Equipment Tables | |
Schedule of equipment | The Company had equipment net of accumulated depreciation of $48,444 and $7,760 as of March 31, 2018 and 2017, respectively, consisting of: March 31, 2018 2017 Computers 17,307 8,134 Furniture and Equipment 6,083 — Leasehold Improvements 975 — Vehicles 37,439 — Total 61,804 8,134 Less: accumulated depreciation (13,360 ) (374 ) Net carrying value $ 48,444 $ 7,760 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Income Taxes Tables | |
Schedule of tax effects of the differences | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: March 31, 2018 2017 Income tax provision at the federal statutory rate 35.00 % 35.00 % Deferred tax rate changes - US income tax reform (15.00 )% — Change in valuation allowance (20.00 %) (35.00 %) Effect on operating losses 0.00 % 0.00 % |
Schedule of deferred tax assets | Net deferred tax assets consist of the following: March 31, 2018 2017 Net operating loss carry forward $ 119,090 $ 16,868 Valuation allowance (119,090 ) (16,868 ) Net deferred tax asset $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | The lease requires future minimum payments as shown below: Year ending March 31, 2019 $ 47,334 2020 48,757 2021 50,207 2022 51,725 2023 4,321 Total $ 202,344 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 25,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock outstanding | 204,029,980 | 199,999,980 |
Maximum [Member] | ||
Useful life of property and equipment | 5 years | |
Minimum [Member] | ||
Useful life of property and equipment | 3 years | |
Series A Preferred Stock [Member] | ||
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 19,999,998 | 19,999,998 |
Preferred stock outstanding | 19,999,998 | 19,999,998 |
Description of preferred stock convertible | Each share of series A convertible preferred stock is convertible to 10 shares of common stock | |
Series B Preferred Stock [Member] | ||
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 1,007,500 | 0 |
Preferred stock outstanding | 1,007,500 | 0 |
Description of preferred stock convertible | Each share of series B convertible preferred stock is convertible to 4 shares of common stock |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Total | $ 61,804 | $ 8,134 |
Less: accumulated depreciation | (13,360) | (374) |
Net carrying value | 48,444 | 7,760 |
Computer [Member] | ||
Total | 17,307 | 8,134 |
Furniture and Equipment [Member] | ||
Total | 6,083 | |
Leasehold Improvements [Member] | ||
Total | 975 | |
Vehicles [Member] | ||
Total | $ 37,439 |
INCOME TAXES (Details)
INCOME TAXES (Details) | Dec. 22, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Income Taxes Details | |||
Income tax provision at the federal statutory rate | 21.00% | 35.00% | 35.00% |
Deferred tax rate changes - US income tax reform | (15.00%) | ||
Change in valuation allowance | (20.00%) | (35.00%) | |
Effect on operating losses | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Income Taxes Details 1 | ||
Net operating loss carry forward | $ 119,090 | $ 16,868 |
Valuation allowance | (119,090) | (16,868) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 22, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Income Taxes Details Narrative | |||
Income tax provision at the federal statutory rate | 21.00% | 35.00% | 35.00% |
Increase (decrease) in the valuation allowance | $ 6,700 | ||
Federal operating loss carry forward | $ 567,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 29, 2017 |
Preferred stock, authorized | 25,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, outstanding | 199,999,980 | 204,029,980 | 199,999,980 | |
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, issued | 5,541,658 | 6,903,658 | 5,541,658 | |
Common stock, outstanding | 5,541,658 | 6,903,658 | 5,541,658 | |
Number of shares issued | 2,941,658 | |||
Proceeds from issuance of common stock | $ 352,760 | $ 345,500 | $ 352,760 | |
Common Stock [Member] | ||||
Number of shares issued | 1,462,000 | 2,941,658 | ||
Number of shares issued for conversion | ||||
Additional number of shares issued | (100,000) | |||
Number of shares conversion | 100,000 | |||
Subscription Agreements [Member] | ||||
Common stock, par value (in dollars per share) | $ 0.25 | |||
Number of common shares subscribed | 1,462,000 | |||
Proceeds from issuance of common stock | $ 345,500 | |||
Gross cash proceeds | 365,500 | |||
finder's fee paid | $ 20,000 | |||
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) | $ 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. 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. | |||
Number of shares issued | ||||
Number of shares issued for conversion | ||||
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) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, issued | 0 | 1,007,500 | 0 | |
Preferred stock, outstanding | 0 | 1,007,500 | 0 | |
Number of shares issued | ||||
Number of shares issued for conversion | 976,250 | |||
Proceeds from issuance of common stock | $ 781,000 | |||
Additional number of shares issued | 31,250 |
COMMITMENTS AND CONTINGENCIES26
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 47,334 |
2,020 | 48,757 |
2,021 | 50,207 |
2,022 | 51,725 |
2,023 | 4,321 |
Total | $ 202,344 |
RELATED PARTY BALANCES (Details
RELATED PARTY BALANCES (Details Narrative) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Related Party Transactions [Abstract] | ||
Due to director and officers for an accrual of salary | $ 0 | $ 1,154 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - 0% Loans Payable [Member] | 12 Months Ended |
Mar. 31, 2018USD ($) | |
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) | Apr. 18, 2018USD ($) |
Subcontract Agreement [Member] | |
Start-up down payment | $ 250,000 |