Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document And Entity Information | |
Entity Registrant Name | Franchise Holdings International, Inc. |
Entity Central Index Key | 1,096,275 |
Document Type | S1 |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | |||
Cash and cash equivalents | $ 349,809 | $ 155,735 | $ 17,517 |
Accounts receivable | 17,064 | 19,002 | 30,233 |
Inventory (note 4) | 172,543 | 88,766 | 155,005 |
Related party receivable (note 9) | 7,793 | 8,278 | |
Prepaid expenses and deposits | 7,418 | 6,102 | 1,520 |
Total Current Assets | 554,627 | $ 277,883 | 204,275 |
Capital Assets | 2,017 | 229 | |
Intangible Assets, Net (note 5) | 10,590 | $ 7,589 | 7,718 |
Total Assets | 567,234 | 285,472 | 212,222 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 317,887 | 287,353 | 159,900 |
Income taxes payable (note 9) | 5,084 | $ 5,551 | 6,316 |
Shareholder loan (note 7) | 3,118 | ||
Total Current Liabilities | 326,089 | $ 292,904 | $ 166,216 |
Shareholder's Equity (Deficit) | |||
Share Capital (note 6) | 557 | 284 | |
Capital Surplus (note 8) | 516,177 | 140,850 | $ 133,193 |
Cumulative Translation Adjustment | 23,305 | 28,842 | (2,429) |
Share Subscriptions Payable (note 6) | 290,970 | 386,770 | 79 |
Accumulated Deficit | (589,864) | (564,178) | (84,837) |
Total Shareholder's Equity (Deficit) | 241,145 | (7,432) | 46,006 |
Total Liabilities and Shareholder's Equity (Deficit) | $ 567,234 | $ 285,472 | $ 212,222 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheets Parenthetical | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Statements of Operations, Compr
Statements of Operations, Comprehensive Loss and Deficit - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statements Of Operations | ||||
Sales | $ 78,176 | $ 165,256 | $ 593,004 | $ 465,812 |
Cost of Goods Sold | 62,286 | 107,868 | 435,401 | 347,749 |
Gross Profit | 15,890 | 57,388 | 157,603 | 118,063 |
Expenses | ||||
Amortization of capital assets | 44 | $ 52 | 157 | $ 209 |
Amortization of intangible assets | 109 | 129 | ||
Bank charges and interest | 710 | $ 1,450 | 3,736 | $ 2,671 |
Loss on disposal of capital assets | 72 | |||
Loss (gain) on foreign exchange | 450 | 684 | 8,147 | $ (5,852) |
Office and general | 10,752 | $ 11,874 | 47,687 | 52,395 |
Professional fees | 13,984 | 93,284 | 1,398 | |
Product development | 4,932 | 659 | ||
Rent and utilities | 2,214 | $ 3,959 | 15,019 | 16,325 |
Repairs and maintenance | 3,706 | |||
Shipping and freight | 1,242 | $ 18,684 | 75,474 | 51,243 |
Sales and marketing | $ 8,365 | 5,165 | 88,468 | $ 34,023 |
Transaction costs | 299,839 | |||
Total expense | $ 41,576 | 41,868 | 636,944 | $ 153,071 |
Loss before Income Taxes | $ (25,686) | $ 15,520 | $ (479,341) | (35,008) |
Provision for Income Taxes | 1,927 | |||
Net Loss for the year | $ (25,686) | $ 15,520 | $ (479,341) | (36,935) |
Other Comprehensive Income (Loss) | ||||
Currency translation adjustment | (5,537) | 4,804 | 31,271 | (804) |
Comprehensive Loss for the year | $ (31,223) | $ 20,324 | $ (448,070) | $ (37,739) |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) | Common Stock | Capital Surplus | Cumulative Translation Adjustment | Share Subscriptions Payable | Retained Earnings (Deficit) | Total |
Beginning Balance, Shares at Dec. 31, 2012 | 100 | |||||
Beginning Balance, Amount at Dec. 31, 2012 | $ 100,791 | $ (1,625) | $ 79 | $ (47,902) | $ 51,343 | |
Fair value of services rendered by shareholder | $ 32,402 | 32,402 | ||||
Net loss | $ (36,935) | (36,935) | ||||
Other comprehensive loss for the year | $ (804) | (804) | ||||
Ending Balance, Shares at Dec. 31, 2013 | 100 | |||||
Ending Balance, Amount at Dec. 31, 2013 | $ 133,193 | $ (2,429) | $ 79 | $ (84,837) | 46,006 | |
Fair value of services rendered by shareholder | 14,310 | 14,310 | ||||
Issuance of common shares as settlement of debt, Shares | 4,691 | |||||
Issuance of common shares as settlement of debt, Amount | 595 | $ 3,691 | ||||
Effects of Reverse Takeover Transaction (note 1), Shares | 2,836,073 | |||||
Effects of Reverse Takeover Transaction (note 1), Amount | $ 284 | $ (7,248) | ||||
Subscription proceeds for shares yet to be issued | $ 383,000 | |||||
Net loss | $ (479,341) | (479,341) | ||||
Other comprehensive loss for the year | $ 31,271 | |||||
Ending Balance, Shares at Dec. 31, 2014 | 2,840,864 | |||||
Ending Balance, Amount at Dec. 31, 2014 | $ 284 | $ 140,850 | $ 28,842 | $ 386,770 | $ (564,178) | (7,432) |
Net loss | (25,686) | |||||
Ending Balance, Amount at Mar. 31, 2015 | $ 241,145 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | ||||
Net Loss for the year | $ (25,686) | $ 15,520 | $ (479,341) | $ (36,935) |
Items not involving cash flows from operating activities: | ||||
Transaction costs | 299,839 | |||
Amortization of capital assets | $ 44 | $ 52 | 157 | $ 209 |
Amortization of intangible assets | 109 | 129 | ||
Loss on disposal of capital assets | 72 | |||
Fair value of services rendered by shareholder | 10,072 | $ 11,338 | 45,269 | $ 48,548 |
Total Items not involving cash flows from operating activities | (15,461) | 26,910 | (133,875) | 11,822 |
Net changes in non cash working capital: | ||||
Decrease (increase) in accounts receivable | 1,938 | (15,692) | 3,839 | 18,756 |
Decrease (increase) in inventory | (83,777) | 95,813 | 66,239 | (41,783) |
Decrease (increase) in prepaid expenses | (1,316) | $ 166 | (4,582) | (1,039) |
Decrease (increase) in related party receivables | 485 | |||
Increase (decrease) in income taxes payable | (467) | $ (239) | (765) | 1,559 |
Increase (decrease) in accounts payable and accrued liabilities | 83,684 | (107,000) | 37,498 | 57,457 |
Net changes in non cash working capital | 547 | (26,952) | 102,229 | 34,950 |
Cash provided by (used in) operating activities | (14,914) | (42) | (31,646) | $ 46,772 |
Investing Activities | ||||
Cash received upon completion of Reverse Acquisition Transaction | 1,552 | |||
Capital assets | (2,061) | $ (159) | ||
Transaction costs | (53,150) | $ (215,000) | ||
Intangible assets | (3,110) | $ (1,942) | ||
Cash used in investing activities | (58,321) | $ (159) | $ (213,448) | $ (1,942) |
Financing Activities | ||||
Share subscriptions payable | 279,800 | 383,000 | ||
Payments to related parties | $ (6,954) | $ (7,293) | (37,231) | $ (35,814) |
Proceeds from related parties | 278 | 6,272 | 628 | |
Cash provided by (used in) financing activities | $ 272,846 | (7,015) | 352,041 | (35,186) |
Effects of Foreign Currency Translation | (5,537) | 4,804 | 31,271 | (804) |
Change in cash | 194,074 | (2,412) | 138,218 | 8,840 |
Cash and cash equivalents beginning of year | 155,735 | 17,517 | 17,517 | 8,677 |
Cash and cash equivalents end of year | $ 349,809 | $ 15,105 | $ 155,735 | $ 17,517 |
Nature of Operations and Revers
Nature of Operations and Reverse Acquisition Transaction | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Nature of Operations and Reverse Acquisition Transaction | Franchise Holdings International, Inc. (the "Company") was incorporated in the State of Nevada on April 2, 2003. FSGI Corporation was incorporated in the State of Florida on May 15, 1997, and in a reorganization on December 21, 1998 with another corporation named The Martial Arts Network On-Line, Inc. (originally incorporated in Florida on May 23, 1996) changed its name to TMAN Global.Com, Inc. Franchise Holdings International, Inc. and TMAN Global.Com, Inc. consummated a merger on April 30, 2003 whereby Franchise Holdings International, Inc. exchanged 1 common share for all the 90,861 outstanding common shares of TMAN Global.Com, Inc. The purpose of the transaction was a change of domicile. Pursuant to the merger terms, Franchise Holdings International, Inc. was the surviving corporation and TMAN Global.Com, Inc. ceased to exist. During the year ended December 31, 2014, the Company completed a reverse acquisition transaction (the "Reverse Acquisition") with TruXmart Ltd. ("TruXmart") a company located at 1895 Clements Road, Unit 155, Pickering, Ontario, Canada. TruXmart designs and distributes truck tonneau covers in Canada and the United States. Prior to the completion of the Reverse Acquisition, TruXmart owned 2,300,000 shares of the Company, representing an 80.96% ownership stake in the Company. Pursuant to the Reverse Acquisition, the sole shareholder of TruXmart acquired the 2,300,000 shares from TruXmart and an additional 37,700,000 shares of the Company from the Company in exchange for all 4,791 Class A common shares of TruXmart. Following completion of the Reverse Acquisition, the former sole shareholder of TruXmart will own 40,000,000 of the 40,540,864 issued and outstanding shares of the Company, representing a 98.67% ownership stake in the Company. As at March 31, 2015, the Company had yet to issue the 37,700,000 shares of its common stock as the Company is in the process of increasing its authorized share capital to allow it to issue such number of shares. During the year ended December 31, 2014, the Company incurred transaction costs of $299,839 which were included in the net loss and comprehensive loss for the year. As at December 31, 2014, $215,000 of the expenses had been paid in cash and the remaining $84,839 were included in accounts payable and accrued liabilities as they were to be paid subsequent to December 31, 2014. The transaction has been accounted for as a reverse acquisition, as owners and management of TruXmart have voting and operating control of the Company following completion of the Reverse Acquisition The accompanying financial statements include the activities of Franchise Holdings International, Inc., its predecessor corporations and TruXmart. | Franchise Holdings International, Inc. (the "Company") was incorporated in the State of Nevada on April 2, 2003. FSGI Corporation was incorporated in the State of Florida on May 15, 1997, and in a reorganization on December 21, 1998 with another corporation named The Martial Arts Network On-Line, Inc. (originally incorporated in Florida on May 23, 1996) changed its name to TMAN Global.Com, Inc. Franchise Holdings International, Inc. and TMAN Global.Com, Inc. consummated a merger on April 30, 2003 whereby Franchise Holdings International, Inc. exchanged 1 common share for all the 90,861 outstanding common shares of TMAN Global.Com, Inc. The purpose of the transaction was a change of domicile. Pursuant to the merger terms, Franchise Holdings International, Inc. was the surviving corporation and TMAN Global.Com, Inc. ceased to exist. During the year ended December 31, 2014, the Company completed a reverse acquisition transaction (the "Reverse Acquisition") with TruXmart Ltd. ("TruXmart") a company located at 1895 Clements Road, Unit 155, Pickering, Ontario, Canada. TruXmart designs and distributes truck tonneau covers in Canada and the United States. Prior to the completion of the Reverse Acquisition, TruXmart owned 2,300,000 shares of the Company, representing an 80.96% ownership stake in the Company. Pursuant to the Reverse Acquisition, the sole shareholder of TruXmart acquired the 2,300,000 shares from TruXmart and an additional 37,700,000 shares of the Company from the Company in exchange for all 4,791 Class A common shares of TruXmart. Following completion of the Reverse Acquisition, the former sole shareholder of TruXmart will own 40,000,000 of the 40,540,864 issued and outstanding shares of the Company, as of December 31, 2014, were the 37,700,00 shares issued, which would have represented a 98.67% ownership stake in the Company. As at December 31, 2014, the Company had yet to issue the 37,700,000 shares of its common stock as the Company is in the process of increasing its authorized share capital to allow it to issue such number of shares. To account for the effects of the Reverse Acquisition, the Company has retroactively restated amounts within certain components of Shareholders' Equity (Deficit) on the balance sheet as at December 31, 2013 to reflect the share subscriptions payable and the par value of the shares of the common stock of the Company issued in connection with the Reverse Acquisition to the shares of TruXmart outstanding as at December 31, 2013. During the year ended December 31, 2014, the Company incurred transaction costs of $299,839 which are included in the net loss and comprehensive loss for the year. As at December 31, 2014, $215,000 of the expenses have been paid in cash and the remaining $84,839 are included in accounts payable and accrued liabilities as they will be paid subsequent to December 31, 2014. The transaction has been accounted for as a reverse acquisition, as owners and management of TruXmart have voting and operating control of the Company following completion of the Reverse Acquisition The accompanying financial statements include the activities of Franchise Holdings International, Inc., its predecessor corporations and TruXmart. |
Basis of Presentation
Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Basis of Presentation | a) Statement of Compliance The Company's interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") as issued by the Financial Accounting Standards Board ("FASB"). The Company's fiscal year end is December 31. The interim consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended December 31, 2014. The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys consolidated financial position as of March 31, 2015, the results of its operations for the three months ended March 31, 2015 and 2014, and its consolidated cash flows for the three months ended March 31, 2015 and 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2015. b) Basis of Measurement The Company's interim financial statements have been prepared on the historical cost basis. c) Functional and Presentation Currency These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. d) Use of Estimates The preparation of interim financial statements in conformity with accounting principles generally accepted in the United States 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 interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | a) Statement of Compliance The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") as issued by the Financial Accounting Standards Board ("FASB"). The comparative figures shown throughout these consolidated financial statements are the historical results of TruXmart. The Company has retroactively restated amounts within certain components of Shareholders' Equity (Deficit) on the balance sheet as at December 31, 2013 to account for the Reverse Acquisition as disclosed in note 1. b) Basis of Measurement The Company's financial statements have been prepared on the historical cost basis. c) Functional and Presentation Currency These financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. d) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Significant Accounting Policies | The accounting polices used in the preparation of these interim financial statements are consistent with those of the Company's audited financial statements for the year ended December 31, 2014. | Cash and Cash Equivalents Cash and cash equivalents includes cash on account and demand deposits with reputable financial institutions. Inventory Inventory is stated at the lower of cost and market, with cost being determined by the first-in, first-out (FIFO) basis. Cost includes the cost of materials plus direct labour applied to the product. Revenue Recognition Sales are recognized when products are shipped, with no right of return, and the title and risk of loss has passed to unaffiliated customers or when they are delivered based on the terms of the sale, there is persuasive evidence of an agreement, the price is fixed or determinable and collectibility is reasonably assured. Revenue related to shipping and handling costs billed to customers is included in net sales and the related shipping and handling costs are included in cost of products sold. Capital Assets Capital assets are recorded at cost and are amortized using the straight line method over the estimated useful lives: Furniture and equipment 5 years Computers 3 years Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income, and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the consolidated financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 740. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities. Foreign Currency Translation Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statement of operations and deficit. For the purpose of presenting financial statements in United States Dollars, the assets and liabilities are expressed in United States Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive loss and reported as cumulative translation adjustment in shareholder's equity. Financial Instruments Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 825, Disclosures about Fair Value of Financial Instruments, requires disclosures of the fair value of financial instruments. The carrying value of the Companys current financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and shareholder loan, approximates their fair values because of the short-term maturities of these instruments. Measurement The Company initially measures its financial instrument at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost, except for investments in equity instruments that are quoted in an active market, which are measured at fair value. Changes in fair value are recognized in earnings for the period in which they occur. Financial assets measured at amortized cost include cash and cash equivalents and accounts receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, and shareholder loan. Impairment Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in earnings for the period. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in earnings for the period. Transaction costs The entity recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measure at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. Intangible Assets The useful life of intangible assets is assessed as either finite or indefinite. Following the initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Intangible assets with finite useful lives are carried at cost less accumulated amortization. Amortization is calculated using the straight line method over the estimated useful lives. Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. If impairment indicators are present, these assets are subject to an impairment review. Any loss resulting from impairment of intangible assets is expensed in the period the impairment is identified. Recent Accounting Pronouncements The Company has considered recent accounting pronouncements during the preparation of these financial statements and does not expect any recent accounting pronouncements to have a material effect on its financial statements. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Inventory | Inventory is comprised of: March 31, 2015 December 31, 2014 Finished goods $ 163,404 $ 79,527 Promotional items 5,981 6,023 Raw materials 3,158 3,216 $ 172,543 $ 88,766 | Inventory is comprised of: 2014 2013 Finished goods $ 79,527 $ 151,805 Promotional items 6,023 1,168 Raw materials 3,216 2,032 $ 88,766 $ 155,005 |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Intangible Assets | Intangible assets consist of costs incurred to establish the TruXmart Tri-Fold and Smart Fold patent technology as well as costs incurred to develop the Company's website. The patent was issued August 26, 2014. The patent will be amortized on a straight-line basis over its useful life of 25 years. As the website was not yet complete as at March 31, 2015, the Company has not amortized the website during the period ended March 31, 2015. March 31, 2015 Cost Accumulated Amortization Net December 31, 2014 Net Patent $ 7,718 $ 238 $ 7,480 $ 7,589 Website 3,110 - 3,110 - $ 10,828 $ 238 $ 10,590 $ 7,589 | Intangible assets consist of costs incurred to establish the TruXmart Tri-Fold and Smart Fold patent technology. The patent was issued August 26, 2014. The patent will be amortized on a straight-line basis over its useful life of 25 years. 2014 2013 Cost Accumulated Amortization Net Net Patent $ 7,718 $ 129 $ 7,589 $ 7,718 |
Share Capital
Share Capital | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Share Capital | The Company is authorized to issue 20,000,000 shares of its common stock with a par value of $0.0001. All shares are ranked equally with regards to the Company's residual assets. During the year ended December 31, 2014, the Company received subscriptions for 2,775,360 shares of its common stock for proceeds of $383,000. As at December 31, 2014, the shares had yet to be issued and the full amount of the proceeds was included in share subscriptions payable. During the three months ended March 31, 2015, the Company issued 2,413,041 of the common shares. During the three months ended March 31, 2015, the Company received subscriptions for 2,027,536 shares of its common stock for proceeds of $279,800. During the three months ended March 31, 2015, the Company issued 308,694 of the common shares, with the remaining 1,718,842 yet to be issued, the proceeds of which are included in share subscriptions payable as at March 31, 2015. Subsequent to March 31, 2015, 269,565 of the common shares were issued. The Company's net loss per weighted average number of shares outstanding for the three month periods ended March 31, 2015 and 2014 are as follows: 2015 2014 Net income (loss) for the period $ (25,686 ) $ 15,520 Weighted average number of shares (basic and diluted) 3,403,907 100 Income (Loss) per weighted average share (basic and diluted) $ - $ 155 As at March 31, 2015 and December 31, 2014, the Company's authorized, issued and outstanding share capital is as follows: March 31, 2015 December 31, 2014 5,562,601 common shares (December 31, 2014 - 2,840,864) $ 557 $ 284 | The Company is authorized to issue 20,000,000 shares of its common stock with a par value of $0.0001. All shares are ranked equally with regards to the Company's residual assets. During the year ended December 31, 2014, the Company received subscriptions for 2,775,360 shares of its common stock for proceeds of $383,000. As at December 31, 2014, the shares had yet to be issued and the full amount of the proceeds has been included in share subscriptions payable. Subsequent to the year ended December 31, 2014, the Company had issued 2,413,041 of the common shares. As at December 31, 2014, the Company's net loss per weighted average number of shares outstanding is as follows: 2014 2013 Net loss for the year $ (479,341 ) $ (36,935 ) Weighted average number of shares (basic and diluted) 125,801 100 Loss per weighted average share (basic and diluted) $ (4 ) $ (369 ) |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Related Party Transactions | During the period ended March 31, 2015, the Company recorded office and general expenses of $10,072 (2014 - $11,338) related to the fair market value of services rendered to the Company by its shareholder. The full amount was charged to the shareholder loan account. During the period ended March 31, 2015, the Company incurred repairs and maintenance expenses of $3,706 related to its prior office space which is owned by an officer of the Company. As at March 31, 2015, the Company had $7,793 (December 31, 2014 - $8,278) receivable from a related party that is a company controlled by an officer of the Company. The amounts are non-interest bearing and are repayable on demand. | During the year ended December 31, 2014, the Company recorded office and general expenses of $45,269 (2013 - $48,548) related to the fair market value of services rendered to the Company by its shareholder. Of this amount, $14,310 (2013 - $32,402) was charged to capital surplus and $30,959 (2013 - $16,146) was charged to the shareholder loan account. |
Capital Surplus
Capital Surplus | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Capital Surplus | Balance - December 31, 2012 $ 100,791 Fair value of services rendered by shareholder 32,402 Balance - December 31, 2013 133,193 Issuance of common shares as settlement of debt 595 Effects of the Reverse Acquisition Transaction (7,248 ) Fair value of services rendered by shareholder 14,310 Balance - December 31, 2014 $ 140,850 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Income Taxes | The income tax expense is reconciled per the schedule below: 2014 2013 Net loss before income taxes $ (479,341 ) $ (35,008 ) Fair value of services rendered by shareholder 45,269 48,548 Capital assets (72 ) 55 Non-deductible portion of meals and entertainment 17 27 Transaction costs 233,738 - Other adjustments - (1,190 ) Adjusted net income (loss) for tax purposes (200,389 ) 12,432 Statutory rate 23.61 % 15.50 % $ (47,306 ) $ 1,927 Valuation allowance 47,306 - Provision for (recovery of) income taxes $ - $ 1,927 b) Deferred Income Tax Assets The tax effects of temporary differences that give rise to the deferred income tax assets at December 31, 2014 and 2013 are as follows: 2014 2013 Non-capital loss carry forwards $ 47,312 $ - Transaction costs 45,597 - 92,909 - Deferred tax assets not recognized (92,909 ) - Net expected deferred income tax recovery $ - $ - |
Financial Instruments
Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Financial Instruments | Credit Risk The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce its credit risk, the Company has adopted credit policies which include the analysis of the financial position of its customers and the regular review of their credit balances. The Company incurred bad debt expense of $Nil during the period ended March 31, 2015 (2014 - $Nil). Currency Risk The Company is exposed to currency risk on its sales and purchases denominated in Canadian Dollars. The Company actively manages these risks by adjusting its pricing to reflect currency fluctuations and purchasing foreign currency at advantageous rates. As at March 31, 2015, cash includes 25,074 Canadian Dollars (2014 - 4,379 Canadian Dollars), accounts receivable includes 14,371 Canadian Dollars (2014 - 14,613 Canadian Dollars), accounts payable and accrued expenses include 107,943 Canadian Dollars (2014 - 40,171 Canadian Dollars) and income taxes payable includes 6,439 Canadian Dollars (2014 - Nil Canadian Dollars). Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company relies on cash flows generated from operations, as well as injections of capital through the issuance of the Company's capital stock to settle its liabilities when they become due. Interest Rate Risk The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities. Concentration of Supplier Risk The Company purchases all of its inventory from one supplier source in Asia. The Company carries significant strategic inventories of these materials to reduce the risk associated with this concentration of suppliers. Strategic inventories are managed based on demand. To date, the Company has been able to obtain adequate supplies of the materials used in the production of its products in a timely manner from existing sources. The loss of this key supplier or a delay in shipments could have an adverse effect on its business. Concentration of Customer Risk The following table includes the percentage of the Company's sales to significant customers for the three months ended March 31, 2015 and 2014. A customer is considered to be significant if they account for greater than 10% of the Company's annual sales. 2015 2014 Customer A 48.5 57.3 Customer B 27.3 16.0 75.8 73.3 The loss of any of these key customers could have an adverse effect on the Company's business. | Credit Risk The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce its credit risk, the Company has adopted credit policies which include the analysis of the financial position of its customers and the regular review of their credit balances. The Company incurred bad debt expense of $Nil during the year ended December 31, 2014 (2013 - $Nil). Currency Risk The Company is exposed to currency risk on its sales and purchases denominated in Canadian Dollars. The Company actively manages these risks by adjusting its pricing to reflect currency fluctuations and purchasing foreign currency at advantageous rates. As at December 31, 2014, cash includes 24,706 Canadian Dollars, accounts receivable includes 11,721 Canadian Dollars, accounts payable and accrued expenses include 223,340 Canadian Dollars and income taxes payable includes 6,439 Canadian Dollars. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company relies on cash flows generated from operations, as well as injections of capital through the issuance of the Company's capital stock to settle its liabilities when they become due. Subsequent to December 31, 2014, the Company received subscriptions for 2,027,535 shares of the Company's common stock for proceeds of $279,800. Interest Rate Risk The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities. Concentration of Supplier Risk The Company purchases all of its inventory from one supplier source in Asia. The Company carries significant strategic inventories of these materials to reduce the risk associated with this concentration of suppliers. Strategic inventories are managed based on demand. To date, the Company has been able to obtain adequate supplies of the materials used in the production of its products in a timely manner from existing sources. The loss of this key supplier or a delay in shipments could have an adverse effect on its business. Concentration of Customer Risk The following table includes the percentage of the Company's sales to significant customers for the fiscal years ended December 31, 2014 and 2013. A customer is considered to be significant if they account for greater than 10% of the Company's annual sales. 2014 2013 Customer A - 25.6 % Customer B 24.6 % 24.2 % Customer C 47.3 % 15.8 % 71.9 % 65.6 % The loss of any of these key customers could have an adverse effect on the Company's business. |
Commitments
Commitments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Commitments | a) During the year ended December 31, 2014, the Company entered into a License Agreement whereby the Company was granted an exclusive license under Patent Rights to make, use, offer for sale, import or sell a proprietary latching system developed and patented by the Company's shareholder (the "Licensor"). The License Agreement allows the Company to manufacture or sub-license the patented latching system and provide services utilizing the patented latching system within the United States and its territories and possessions and any foreign countries where Patent Rights exist. The License Agreement does not require the payment of license issue fees or royalties, however, the Company will be required to maintain any fees or costs associated to keep the patent active. The License Agreement will be in effect for the life of the last-to-expire patent or last-to-be-abandoned patent application licensed under this Agreement, whichever is later. The Company will have the right to terminate the Agreement in whole or as to any portion of Patent Rights at any time by giving such notice to the Licensor. Should the Company violate or fail to perform any term of this Agreement, the Licensor may give written notice of such default ("Notice of Default") to the Company. Should the Company fail to repair such default within sixty days, of the effective date of such notice, the Licensor will have the right to terminate the License Agreement and the licenses therein by a second written notice ("Notice of Termination") to the Company. If a Notice of Termination is sent to the Company, the License Agreement will automatically terminate on the effective date of such notice. b) During the year ended December 31, 2014, the Company entered into an agreement (the "Advisory Agreement") for the provision of corporate advisory services including, but not limited to, the completion of a Going Public Transaction. Pursuant to the Advisory Agreement, the Company will pay a monthly fee of 5,000 Canadian Dollars (the "Advisory Fee") until May 1, 2016 unless the Advisory Agreement is extended by mutual agreement of the parties. Payment of the Advisory Fee will be deferred until such time as a Going Public Transaction is completed and the Company raises not less than 400,000 Canadian Dollars in its sales of stock and/ or other securities. The Advisory Agreement can be terminated for any reason by either party with ninety days written notice submitted by the party requesting the cancellation. In the event that the cancellation is for cause, the notification period can be reduced to thirty days subject to certain procedural requirements as defined in the Advisory Agreement. | a) During the year ended December 31, 2014, the Company entered into a License Agreement whereby the Company was granted an exclusive license under Patent Rights to make, use, offer for sale, import or sell a proprietary latching system developed and patented by the Company's shareholder (the "Licensor"). The License Agreement allows the Company to manufacture or sub-license the patented latching system and provide services utilizing the patented latching system within the United States and its territories and possessions and any foreign countries where Patent Rights exist. The License Agreement does not require the payment of license issue fees or royalties, however, the Company will be required to maintain any fees or costs associated to keep the patent active. The License Agreement will be in effect for the life of the last-to-expire patent or last-to-be-abandoned patent application licensed under this Agreement, whichever is later. The Company will have the right to terminate the Agreement in whole or as to any portion of Patent Rights at any time by giving such notice to the Licensor. Should the Company violate or fail to perform any term of this Agreement, the Licensor may give written notice of such default ("Notice of Default") to the Company. Should the Company fail to repair such default within sixty days, of the effective date of such notice, the Licensor will have the right to terminate the License Agreement and the licenses therein by a second written notice ("Notice of Termination") to the Company. If a Notice of Termination is sent to the Company, the License Agreement will automatically terminate on the effective date of such notice. b) During the year ended December 31, 2014, the Company entered into an agreement (the "Advisory Agreement") for the provision of corporate advisory services including, but not limited to, the completion of a Going Public Transaction. Pursuant to the Advisory Agreement, the Company will pay a monthly fee of 5,000 Canadian Dollars (the "Advisory Fee") until May 1, 2016 unless the Advisory Agreement is extended by mutual agreement of the parties. Payment of the Advisory Fee will be deferred until such time as a Going Public Transaction is completed and the Company raises not less than 400,000 Canadian Dollars in its sales of stock and/ or other securities. The Advisory Agreement can be terminated for any reason by either party with ninety days written notice submitted by the party requesting the cancellation. In the event that the cancellation is for cause, the notification period can be reduced to thirty days subject to certain procedural requirements as defined in the Advisory Agreement. |
Capital Assets
Capital Assets | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Capital Assets | March 31, 2015 Cost Accumulated Amortization Net December 31, 2014 Net Equipment $ 2,061 $ 44 $ 2,017 $ - |
Shareholder Loan
Shareholder Loan | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Shareholder Loan | During the period ended March 31, 2015, the Company received aggregate advances of $Nil (2014 - $278) and made aggregate payments of $6,954 (2014 - $7,293) with a shareholder. The advances are non-interest bearing and payable on demand. |
Comparative Figures
Comparative Figures | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Comparative Figures | Certain comparative figures have been re-classified to conform to the current period's presentation. |
Evaluation of Subsequent Events
Evaluation of Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Evaluation of Subsequent Events | The Company has evaluated subsequent events through May 15, 2015, which is the date the financial statements were available to be issued. On April 6, 2015, 269,565 shares of the Companys common stock were issued to subscribers at $.138 per share. The proceeds of such were received by the Company during the three months ended March 31, 2015. Also on April 6, 2015, 60,000 shares of the Companys common stock were issued to Ryan Goulding Services, LLC, for services performed, pursuant to a settlement agreement, dated February 12, 2015, by and among the Company, Securities Counselors, Inc. and Belair Capital Partners, Inc. | Subsequent to December 31, 2014, the Company: a) Received subscriptions for 2,027,535 shares of the Company's common stock for proceeds of $279,800. As of the date of these financial statements, the Company had issued 578,261 of the common shares. b) Entered into a License Agreement whereby the Company was granted an exclusive license under Patent Rights to make, use, offer for sale, import or sell a proprietary latching system developed and patented by the Company's shareholder (the "Licensor"). The License Agreement allows the Company to manufacture or sub-license the patented latching system and provide services utilizing the patented latching system within the United States and its territories and possessions and any foreign countries where Patent Rights exist. The License Agreement does not require the payment of license issue fees or royalties, however, the Company will be required to maintain any fees or costs associated to keep the patent active. The License Agreement will be in effect for the life of the last-to-expire patent or last-to-be-abandoned patent application licensed under this Agreement, whichever is later. The Company will have the right to terminate the Agreement in whole or as to any portion of Patent Rights at any time by giving such notice to the Licensor. Should the Company violate or fail to perform any term of this Agreement, the Licensor may give written notice of such default ("Notice of Default") to the Company. Should the Company fail to repair such default within sixty days, of the effective date of such notice, the Licensor will have the right to terminate the License Agreement and the licenses therein by a second written notice ("Notice of Termination") to the Company. If a Notice of Termination is sent to the Company, the License Agreement will automatically terminate on the effective date of such notice. c) Issued 60,000 shares of the Company's common stock pursuant to a settlement agreement with a vendor. The Company has evaluated subsequent events through April 13, 2015, which is the date the financial statements were available to be issued. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies Policies | ||
Cash and Cash Equivalents | Cash and cash equivalents includes cash on account and demand deposits with reputable financial institutions. | |
Inventory | Inventory is stated at the lower of cost and market, with cost being determined by the first-in, first-out (FIFO) basis. Cost includes the cost of materials plus direct labour applied to the product. | |
Revenue Recognition | Sales are recognized when products are shipped, with no right of return, and the title and risk of loss has passed to unaffiliated customers or when they are delivered based on the terms of the sale, there is persuasive evidence of an agreement, the price is fixed or determinable and collectibility is reasonably assured. Revenue related to shipping and handling costs billed to customers is included in net sales and the related shipping and handling costs are included in cost of products sold. | |
Capital Assets | Capital assets are recorded at cost and are amortized using the straight line method over the estimated useful lives: Furniture and equipment 5 years Computers 3 years | |
Income Taxes | Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income, and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the consolidated financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 740. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities. | |
Foreign Currency Translation | Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statement of operations and deficit. For the purpose of presenting financial statements in United States Dollars, the assets and liabilities are expressed in United States Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive loss and reported as cumulative translation adjustment in shareholder's equity. | |
Financial Instruments | Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 825, Disclosures about Fair Value of Financial Instruments, requires disclosures of the fair value of financial instruments. The carrying value of the Companys current financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and shareholder loan, approximates their fair values because of the short-term maturities of these instruments. | |
Measurement | The Company initially measures its financial instrument at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost, except for investments in equity instruments that are quoted in an active market, which are measured at fair value. Changes in fair value are recognized in earnings for the period in which they occur. Financial assets measured at amortized cost include cash and cash equivalents and accounts receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, and shareholder loan. | |
Impairment | Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in earnings for the period. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in earnings for the period. | |
Transaction costs | The entity recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measure at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption. | |
Impairment of Long-Lived Assets | A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. | |
Related Party Transactions | All transactions with related parties are in the normal course of operations and are measured at the exchange amount. | |
Intangible Assets | The useful life of intangible assets is assessed as either finite or indefinite. Following the initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Intangible assets with finite useful lives are carried at cost less accumulated amortization. Amortization is calculated using the straight line method over the estimated useful lives. Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. If impairment indicators are present, these assets are subject to an impairment review. Any loss resulting from impairment of intangible assets is expensed in the period the impairment is identified. | |
Recent Accounting Pronouncements | The Company has considered recent accounting pronouncements during the preparation of these financial statements and does not expect any recent accounting pronouncements to have a material effect on its financial statements. | |
Statement of Compliance | The Company's interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") as issued by the Financial Accounting Standards Board ("FASB"). The Company's fiscal year end is December 31. The interim consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended December 31, 2014. The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys consolidated financial position as of March 31, 2015, the results of its operations for the three months ended March 31, 2015 and 2014, and its consolidated cash flows for the three months ended March 31, 2015 and 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2015. | |
Basis of Measurement | The Company's interim financial statements have been prepared on the historical cost basis. | |
Functional and Presentation Currency | These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. | |
Use of Estimates | The preparation of interim financial statements in conformity with accounting principles generally accepted in the United States 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 interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies Tables | ||
Summary of Capital Assets | March 31, 2015 Cost Accumulated Amortization Net December 31, 2014 Net Equipment $ 2,061 $ 44 $ 2,017 $ - | Capital assets are recorded at cost and are amortized using the straigh t line method over the estimated useful lives: Furniture and equipment 5 years Computers 3 years |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Inventory Tables | ||
Summary of Inventory | March 31, 2015 December 31, 2014 Finished goods $ 163,404 $ 79,527 Promotional items 5,981 6,023 Raw materials 3,158 3,216 $ 172,543 $ 88,766 | Inventory is comprised of: 2014 2013 Finished goods $ 79,527 $ 151,805 Promotional items 6,023 1,168 Raw materials 3,216 2,032 $ 88,766 $ 155,005 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets Tables | ||
Intangible Assets | March 31, 2015 Cost Accumulated Amortization Net December 31, 2014 Net Patent $ 7,718 $ 238 $ 7,480 $ 7,589 Website 3,110 - 3,110 - $ 10,828 $ 238 $ 10,590 $ 7,589 | Intangible assets consist of costs incurred to establish the TruXmart Tri-Fold and Smart Fold patent technology. The patent was issued August 26, 2014. The patent will be amortized on a straight-line basis over its useful life of 25 years. 2014 2013 Cost Accumulated Amortization Net Net Patent $ 7,718 $ 129 $ 7,589 $ 7,718 |
Share Capital (Tables)
Share Capital (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share Capital Tables | ||
Weighted average number of shares | 2015 2014 Net income (loss) for the period $ (25,686 ) $ 15,520 Weighted average number of shares (basic and diluted) 3,403,907 100 Income (Loss) per weighted average share (basic and diluted) $ - $ 155 | As at December 31, 2014, the Company's net loss per weighted average number of shares outstanding is as follows: 2014 2013 Net loss for the year $ (479,341 ) $ (36,935 ) Weighted average number of shares (basic and diluted) 125,801 100 Loss per weighted average share (basic and diluted) $ (4 ) $ (369 ) |
Company's authorized, issued and outstanding | March 31, 2015 December 31, 2014 5,562,601 common shares (December 31, 2014 - 2,840,864) $ 557 $ 284 |
Capital Surplus (Tables)
Capital Surplus (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Capital Surplus Tables | |
Summary of Capital Surplus | Balance - December 31, 2012 $ 100,791 Fair value of services rendered by shareholder 32,402 Balance - December 31, 2013 133,193 Issuance of common shares as settlement of debt 595 Effects of the Reverse Acquisition Transaction (7,248 ) Fair value of services rendered by shareholder 14,310 Balance - December 31, 2014 $ 140,850 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes Tables | |
Summary of income tax expense | The income tax expense is reconciled per the schedule below: 2014 2013 Net loss before income taxes $ (479,341 ) $ (35,008 ) Fair value of services rendered by shareholder 45,269 48,548 Capital assets (72 ) 55 Non-deductible portion of meals and entertainment 17 27 Transaction costs 233,738 - Other adjustments - (1,190 ) Adjusted net income (loss) for tax purposes (200,389 ) 12,432 Statutory rate 23.61 % 15.50 % $ (47,306 ) $ 1,927 Valuation allowance 47,306 - Provision for (recovery of) income taxes $ - $ 1,927 |
Deferred income tax assets | The tax effects of temporary differences that give rise to the deferred income tax assets at December 31, 2014 and 2013 are as follows: 2014 2013 Non-capital loss carry forwards $ 47,312 $ - Transaction costs 45,597 - 92,909 - Deferred tax assets not recognized (92,909 ) - Net expected deferred income tax recovery $ - $ - |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Financial Instruments Tables | ||
Concentration of sales | 2015 2014 Customer A 48.5 57.3 Customer B 27.3 16.0 75.8 73.3 | 2014 2013 Customer A - 25.6 % Customer B 24.6 % 24.2 % Customer C 47.3 % 15.8 % 71.9 % 65.6 % |
Capital Assets (Tables)
Capital Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Capital Assets Tables | ||
Capital Assets | March 31, 2015 Cost Accumulated Amortization Net December 31, 2014 Net Equipment $ 2,061 $ 44 $ 2,017 $ - | Capital assets are recorded at cost and are amortized using the straigh t line method over the estimated useful lives: Furniture and equipment 5 years Computers 3 years |
Nature of Operations and Reve31
Nature of Operations and Reverse Acquisition Transaction (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nature Of Operations And Reverse Acquisition Transaction Details Narrative | |||
Common stock issued | 37,700,000 | 37,700,000 | |
Transaction costs | $ 299,839 | ||
Expenses paid in cash | $ 215,000 | 215,000 | |
Included in accounts payable and accrued liabilities | $ 84,839 | $ 84,839 |
Significant Accounting Polici32
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Furniture and equipment [Member] | |
Estimated useful lives | 5 years |
Computers [Member] | |
Estimated useful lives | 3 years |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Details | |||
Finished goods | $ 163,404 | $ 79,527 | $ 151,805 |
Promotional items | 5,981 | 6,023 | 1,168 |
Raw materials | 3,158 | 3,216 | 2,032 |
Inventory | $ 172,543 | $ 88,766 | $ 155,005 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cost | $ 10,828 | $ 7,718 | |
Accumulated Amortization | 238 | 129 | |
Intangible Assets, Net | 10,590 | 7,589 | $ 7,718 |
Patents [Member] | |||
Cost | 7,718 | 7,718 | |
Accumulated Amortization | 238 | 129 | |
Intangible Assets, Net | 7,480 | $ 7,589 | |
Website [Member] | |||
Cost | $ 3,110 | ||
Accumulated Amortization | |||
Intangible Assets, Net | $ 3,110 |
Share Capital (Details)
Share Capital (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Capital Details | ||||
Net loss for the year | $ (25,686) | $ 15,520 | $ (479,341) | $ (36,935) |
Weighted average number of shares (basic and diluted) | 3,403,907 | 100 | 125,801 | 100 |
Loss per weighted average share (basic and diluted) | $ 155 | $ (4) | $ (369) |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Capital Details Narrative | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock subscriptions receivable, Shares | 2,775,360 | ||
Common stock subscriptions receivable, Amount | $ 383,000 | ||
Company Issued Shares | 2,413,041 | 2,413,041 | |
Common shares issued in subscriptions payable | 308,694 | ||
Common shares unissued in subscriptions payable | 1,718,842 | ||
Common shares issued to subsequent | 269,565 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions Details Narrative | ||||
Office and general expenses | $ 10,072 | $ 11,338 | $ 45,269 | $ 48,548 |
Fair value of services rendered by shareholder | 14,310 | 32,402 | ||
Shareholder loan account | 30,959 | $ 16,146 | ||
Repairs and maintenance expenses | 3,706 | |||
Receivable from related party | $ 7,793 | $ 8,278 |
Capital Surplus (Details)
Capital Surplus (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Capital Surplus Details | ||
Beginning Balance | $ 133,193 | $ 100,791 |
Issuance of common shares as settlement of debt | 595 | |
Effects of the Reverse Acquisition Transaction | (7,248) | |
Fair value of services rendered by shareholder | 14,310 | 32,402 |
Ending Balance | $ 140,850 | $ 133,193 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details | ||||
Net loss before income taxes | $ (25,686) | $ 15,520 | $ (479,341) | $ (35,008) |
Fair value of services rendered by shareholder | 45,269 | 48,548 | ||
Capital assets | (72) | 55 | ||
Non-deductible portion of meals and entertainment | 17 | $ 27 | ||
Transaction costs | $ 233,738 | |||
Other adjustments | $ (1,190) | |||
Adjusted net income (loss) for tax purposes | $ (200,389) | $ 12,432 | ||
Statutory rate | 23.61% | 15.50% | ||
Tax expense (benefit) at the statutory rate | $ (47,306) | $ 1,927 | ||
Valuation allowance | $ 47,306 | |||
Provision for (recovery of) income taxes | $ 1,927 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes Details 1 | ||
Non-capital loss carry forwards | $ 47,312 | |
Transaction costs | 45,597 | |
Gross | 92,909 | |
Deferred tax assets not recognized | $ (92,909) | |
Net expected deferred income tax recovery |
Financial Instruments (Details)
Financial Instruments (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration of Revenues | 75.80% | 73.30% | 71.90% | 65.60% |
Customer A [Member] | ||||
Concentration of Revenues | 48.50% | 57.30% | 25.60% | |
Customer B [Member] | ||||
Concentration of Revenues | 27.30% | 16.00% | 24.60% | 24.20% |
Customer C [Member] | ||||
Concentration of Revenues | 47.30% | 15.80% |
Financial Instruments (Details
Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Bad debt expense | $ 0 | $ 0 | $ 0 | $ 0 |
Common stock subscriptions receivable, Shares | 2,775,360 | |||
Common stock subscriptions receivable, Amount | $ 383,000 | |||
Canadian Dollars Includes In :- | ||||
Accounts payable and accrued expenses | 317,887 | 287,353 | 159,900 | |
Income taxes payable | 5,084 | 5,551 | $ 6,316 | |
Canadian Dollars [Member] | ||||
Canadian Dollars Includes In :- | ||||
Cash | 25,074 | 4,379 | ||
Accounts receivable | 14,371 | 14,613 | ||
Accounts payable and accrued expenses | 107,943 | 40,171 | ||
Income taxes payable | $ 6,439 | $ 0 | ||
Liquidity Risk [Member] | ||||
Common stock subscriptions receivable, Shares | 2,027,535 | |||
Common stock subscriptions receivable, Amount | $ 279,800 |
Capital Assets (Details)
Capital Assets (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Capital Assets Details | ||
Equipment Cost | $ 2,061 | |
Accumulated Amortization | 44 | |
Equipment Net | $ 2,017 |
Shareholder Loan (Details Narra
Shareholder Loan (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Shareholder Loan Details Narrative | ||
Shareholder loan advance | $ 0 | $ 278 |
Shareholder loan payment | $ 6,954 | $ 7,293 |