Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 |
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 | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | |||
Cash and cash equivalents | $ 14,466 | $ 155,735 | |
Accounts receivable | 60,634 | 95,563 | 26,394 |
Inventory (note 4) | 101,358 | 129,006 | 88,766 |
Related party receivable | 10,631 | 8,950 | |
Prepaid expenses and deposits | 8,107 | 4,606 | 6,102 |
Total Current Assets | 180,730 | 252,591 | 276,997 |
Property and Equipment (note 5) | 39,245 | 39,401 | |
Intangible Assets, Net (note 6) | 10,703 | 10,780 | 7,589 |
Total Assets | 230,678 | 302,772 | 284,586 |
Current Liabilities | |||
Bank overdraft | 1,316 | ||
Accounts payable and accrued liabilities | 270,540 | 248,300 | 286,467 |
Income taxes payable (note 10) | 4,958 | 4,653 | 5,551 |
Current portion of promissory note payable (note 7) | 46,105 | 41,456 | |
Total Current Liabilities | 322,919 | 294,409 | 292,018 |
Promissory Note Payable(note 7) | 4,644 | ||
Total Liabilities | 322,919 | 299,053 | 292,018 |
Comittments and Contingencies | |||
Shareholder's Equity (Deficit) | |||
Share Capital (note 8) | 6,729 | 6,689 | 284 |
Additional paid in capital | 4,072,637 | ||
Capital Surplus | 3,984,662 | 140,850 | |
Cumulative Translation Adjustment | (14,818) | (6,212) | 28,842 |
Share Subscriptions Payable (note 8) | 88,015 | 386,770 | |
Share Subscriptions Receivable | (17,500) | (17,500) | |
Accumulated Deficit | (4,139,289) | (4,051,935) | (564,178) |
Total Shareholder's Equity (Deficit) | (92,241) | 3,719 | (7,432) |
Total Liabilities and Shareholder's Equity (Deficit) | $ 230,678 | $ 302,772 | $ 284,586 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 67,288,142 | 66,885,082 |
Common stock, outstanding | 67,288,142 | 66,885,082 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statements Of Operations | ||||
Net Sales | $ 93,508 | $ 78,176 | $ 651,667 | $ 593,004 |
Cost of Goods Sold | 87,217 | 62,286 | 532,581 | 435,401 |
Gross Profit | 6,291 | 15,890 | 119,086 | 157,603 |
Expenses | ||||
Depreciation | 233 | 153 | 556 | 157 |
Amortization of intangible assets | 326 | 129 | ||
Bank charges and interest | 6,619 | 3,736 | ||
Financing charge (note 8) | 12,823 | |||
Interest on promissory note payable (note 7) | 4,232 | |||
Investor relations | 13,191 | |||
Loss due to uncollectible receivable | 12,999 | |||
Loss on disposal of capital assets | 72 | |||
Loss (gain) on foreign exchange | (1,368) | 450 | 21,939 | 8,147 |
Office and general | 29,830 | 18,067 | 59,184 | 47,687 |
Professional fees (note 12) | 34,371 | 13,984 | 3,056,469 | 93,284 |
Product development | 47,348 | 4,932 | ||
Rent and utilities | 35,766 | 15,019 | ||
Repairs and maintenance | 3,597 | |||
Shipping and freight | 89,669 | 75,474 | ||
Sales and marketing | 21,381 | 8,365 | 203,845 | 88,468 |
Transaction costs | 38,280 | 299,839 | ||
Total expense | 84,214 | 40,866 | 3,606,843 | 636,944 |
Loss before Income Taxes | (77,923) | (24,976) | (3,487,757) | (479,341) |
Provision for Income Taxes (note 10) | ||||
Other Income (Expense) | ||||
Interest expense | (9,431) | (710) | ||
Total other income (expense) | (9,431) | (710) | ||
Net Loss for the year | (87,354) | (25,686) | (3,487,757) | (479,341) |
Other Comprehensive Income (Loss) | ||||
Currency translation adjustment | (8,606) | (5,537) | (35,054) | 31,271 |
Comprehensive Loss for the year | $ (95,960) | $ (31,223) | $ (3,522,811) | $ (448,070) |
Weighted Average Number of Shares (basic and diluted) | 67,265,996 | 3,403,907 | 40,460,153 | 125,801 |
Loss per Weighted Average Share (basic and diluted) | $ (4) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Common Stock | Capital Surplus | Cumulative Translation Adjustment | Share Subscriptions Receivable | Share Subscriptions Payable | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 100 | ||||||
Beginning 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 | 4,286 | ||||
Effects of Reverse Takeover Transaction (note 1), Shares | 2,836,073 | ||||||
Effects of Reverse Takeover Transaction (note 1), Amount | $ 284 | (7,248) | (6,964) | ||||
Subscription proceeds for shares yet to be issued | 383,000 | 383,000 | |||||
Net loss | (479,341) | (479,341) | |||||
Other comprehensive loss for the year | 31,271 | 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) | |
Fair value of services rendered by shareholder | 14,310 | ||||||
Issuance of common shares as settlement of debt, Shares | 2,238,866 | ||||||
Issuance of common shares as settlement of debt, Amount | $ 224 | 308,740 | 308,964 | ||||
Effects of Reverse Takeover Transaction (note 1), Shares | 37,700,000 | ||||||
Effects of Reverse Takeover Transaction (note 1), Amount | $ 3,770 | (3,770) | |||||
Issuance of common shares for cash, Shares | 5,625,352 | 3,253,052 | |||||
Issuance of common shares for cash, Amount | $ 563 | 822,237 | (383,000) | $ 439,800 | |||
Issuance of common shares for services rendered, Shares | 18,380,000 | ||||||
Issuance of common shares for services rendered, Amount | $ 1,838 | 2,700,022 | (17,500) | 2,684,360 | |||
Issuance of common shares in exchange for financing, Shares | 100,000 | ||||||
Issuance of common shares in exchange for financing, Amount | $ 10 | 12,813 | 12,823 | ||||
Subscription proceeds for shares yet to be issued | 88,015 | 88,015 | |||||
Net loss | (3,487,757) | (3,487,757) | |||||
Other comprehensive loss for the year | (35,054) | (35,054) | |||||
Ending Balance, Shares at Dec. 31, 2015 | 66,885,082 | ||||||
Ending Balance, Amount at Dec. 31, 2015 | $ 6,689 | $ 3,984,662 | $ (6,212) | $ (17,500) | $ 88,015 | $ (4,051,935) | $ 3,719 |
Issuance of common shares for cash, Shares | 403,060 | ||||||
Net loss | $ (87,354) | ||||||
Ending Balance, Amount at Mar. 31, 2016 | $ (92,241) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | ||||
Net Loss for the year | $ (87,354) | $ (25,686) | $ (3,487,757) | $ (479,341) |
Items not involving cash flows from operating activities: | ||||
Transaction costs | 38,280 | 299,839 | ||
Depreciation | 233 | 153 | 556 | 157 |
Accretion of debt discount | 4,081 | |||
Amortization of intangible assets | 326 | 129 | ||
Professional fees paid in shares | 2,871,164 | |||
Sales and marketing fees paid in shares | 73,500 | |||
Financing fees paid in shares | 12,823 | |||
Loss on disposal of capital assets | 72 | |||
Fair value of services rendered by shareholder | 0 | 10,072 | 45,269 | |
Total Items not involving cash flows from operating activities | (83,040) | (15,461) | (491,108) | (133,875) |
Net changes in non cash working capital: | ||||
Decrease (increase) in accounts receivable | 34,929 | 1,938 | (76,561) | 3,839 |
Decrease (increase) in inventory | 27,648 | (83,777) | (40,240) | 66,239 |
Decrease (increase) in prepaid expenses | (3,501) | (1,316) | 1,496 | (4,582) |
Decrease (increase) in related party receivables | (1,681) | 485 | (672) | |
Increase (decrease) in income taxes payable | 305 | (467) | (898) | (765) |
Increase (decrease) in accounts payable and accrued liabilities | 22,240 | 83,684 | 65,941 | 37,498 |
Net changes in non cash working capital | 79,940 | 547 | (50,934) | 102,229 |
Cash used in operating activities | (3,100) | (14,914) | (542,042) | (31,646) |
Investing Activities | ||||
Cash received upon completion of Reverse Acquisition Transaction | 1,552 | |||
Transaction costs | (53,150) | (95,011) | (215,000) | |
Capital assets | (2,061) | (39,957) | ||
Intangible assets | (3,110) | (3,500) | ||
Cash used in investing activities | (58,321) | (138,468) | (213,448) | |
Financing Activities | ||||
Overdraft proceeds | 1,316 | |||
Share subscriptions payable | 279,800 | 528,195 | 383,000 | |
Proceeds from promissory notes payable | 100,300 | |||
Repayments of promissory notes payable | (4,076) | (54,200) | ||
Payments to related parties | (6,954) | (37,231) | ||
Proceeds from related parties | 6,272 | |||
Cash provided by financing activities | (2,760) | 272,846 | 574,295 | 352,041 |
Effects of Foreign Currency Translation | (8,606) | (5,537) | (35,054) | 31,271 |
Change in cash | (14,466) | 194,074 | (141,269) | 138,218 |
Cash and cash equivalents beginning of year | 14,466 | 155,735 | 155,735 | 17,517 |
Cash and cash equivalents end of year | $ 349,809 | $ 14,466 | $ 155,735 |
Nature of Operations and Revers
Nature of Operations and Reverse Acquisition Transaction | 12 Months Ended |
Dec. 31, 2015 | |
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 owned 40,000,000 of the 40,540,864 issued and outstanding shares of the Company, representing a 98.67% ownership stake in the Company. The Company was unable to issue the securities until such time as it filed a Form S 1 with the U.S. Securities Exchange Commission. During the year ended December 31, 2015, the Company filed the Form S 1 and issued the 37,700,000 shares of its common stock. 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, 2015, $15,101(2014 $84,389) of the transaction costs were included in accounts payable and accrued liabilities. The transaction was 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 and Going
Basis of Presentation and Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Basis of Presentation and Going Concern | a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three month period ended March 31, 2016 are not necessarily indicated of the results that may be expected for the year ending December 31, 2016. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10 K for the year ended December 31, 2015 filed with the SEC on May 9, 2016. b) Functional and Presentation Currency These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at March 31, 2016 were converted into United States Dollars at a rate of 1.2987 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2016 were converted into United States Dollars at a rate of 1.3748 Canadian Dollars to one United States Dollar. c) Use of Estimates The preparation of condensed unaudited 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. e) Going Concern These condensed unaudited financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the three month period ended March 31, 2016, the Company incurred a net loss of $87,354, and as of that date, the Company's accumulated deficit was $4,139,289. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. | 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"). 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. e) Going Concern These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the year ended December 31, 2015, the Company incurred a net loss of $3,487,757, and as of that date, the Company's deficit was $4,051,935. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Significant Accounting Policies | a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three month period ended March 31, 2016 are not necessarily indicated of the results that may be expected for the year ending December 31, 2016. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10 K for the year ended December 31, 2015 filed with the SEC on May 9, 2016. b) Functional and Presentation Currency These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at March 31, 2016 were converted into United States Dollars at a rate of 1.2987 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2016 were converted into United States Dollars at a rate of 1.3748 Canadian Dollars to one United States Dollar. c) Use of Estimates The preparation of condensed unaudited 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. e) Going Concern These condensed unaudited financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the three month period ended March 31, 2016, the Company incurred a net loss of $87,354, and as of that date, the Company's accumulated deficit was $4,139,289. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. | 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 or market, with cost being determined by the first in, first out (FIFO) basis. Cost includes the cost of materials plus direct labor 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. Property and Equipment 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 As at December 31, 2015, the Company's product molds were not yet ready for use. As such, they have not been amortized during the year ended December 31, 2015. 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 Board's (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 Company's 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, accounts receivable, related party receivable, other receivables and share subscriptions receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, and promissory note payable. 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 In August 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014 15, "Presentation of Financial Statements Going Concern". The guidance requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date financial statements are issued. ASU 2014 15 is effective for the annual period ending after December 31, 2016, and for annual periods and interim periods thereafter, with early application permitted. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU No. 2015 14, "Revenue from Contracts with Customers" which defers the effective date of ASU 2014 09 for all entities by one year. The guidance in "Revenue Recognition (Topic 606)" requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2015 14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015 02, "Amendments to the Consolidation Analysis". The guidance in "Consolidation" (Topic 810) responds to stakeholder concerns about the current accounting for consolidation of certain legal entities. ASU No. 2015 02 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In July 2015, the FASB issued ASU 2015 11, "Inventory" which requires entities to measure inventory at the lower of cost and net realizable value with net realizable value being the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015 11 is effective for fiscal years beginning after December 15, 2016 including interim periods within those fiscal years. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU 2015 3, "Interest Imputation of Interest Simplifying the Presentation of Debt Issuance Costs." To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015 3 is effective for fiscal years beginning after December 15, 2015 including interim periods within those fiscal years. The Company does not expect this standard to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016 02, "Leases" which was issued 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. The amendments in ASU 2016 02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the effect the new standard will have on the financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Inventory | Inventory is comprised of: 2015 2014 Finished goods $ 113,753 $ 79,527 Promotional items 12,258 6,023 Raw materials 2,995 3,216 $ 129,006 $ 88,766 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property and Equipment | Major classes of property and equipment are as follows: 2015 Cost Accumulated Amortization Net 2014 Net Equipment $ 2,102 $ 358 $ 1,744 $ - Product molds 37,243 - 37,243 - Computers 610 196 414 - $ 39,955 $ 554 $ 39,401 $ - |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
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 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. The Company's website has an indefinite useful life and has not been amortized. December 31, 2015 December 31, 2014 Cost Accumulated Amortization Net Net Patent $ 7,718 $ 438 $ 7,280 $ 7,589 Website 3,500 - 3,500 - $ 11,218 $ 438 $ 10,780 $ 7,589 |
Promissory Notes Payable
Promissory Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Promissory Notes Payable | In October, 2015, the Company entered into a secured promissory note with an investor in the principal amount of 102,000 Canadian Dollars ($79,768). The Company received proceeds of 75,000 Canadian Dollars ($58,653) and 27,000 Canadian Dollars ($21,115) was recorded as an original issue discount which will be accreted over the life of the note to interest expense. The promissory note requires a daily payment of 324 Canadian Dollars ($249) until January 26, 2017 and carries a 40.0% interest rate. The promissory note is secured by all assets of the Company. The outstanding principal balance on the note at March 31, 2016 was 77,943 Canadian Dollars ($60,016) and the carrying amount of the original issue discount was 18,067 Canadian Dollars ($13,911). The outstanding principal balance on the note at December 31, 2015 was 87,480 Canadian Dollars ($63,208) and the carrying amount of the original issue discount was 23,677 Canadian Dollars ($17,108). The amounts repayable under the secured promissory note as at March 31, 2016 were as follows: Balance owing, March 31, 2016 $ 46,105 Less amounts due within one year (46,105 ) $ - The amounts repayable under the secured promissory note as at December 31, 2015 were as follows: Balance owing, December 31, 2015 $ 46,100 Less amounts due within one year (41,456 ) $ 4,644 | In October, 2015, the Company entered into a secured promissory note with an investor in the principal amount of 102,000 Canadian Dollars. The Company received proceeds of 75,000 Canadian Dollars and 27,000 Canadian Dollars was recorded as an original issue discount which will be accreted over the life of the note to interest expense. The promissory note requires a daily payment of 324 Canadian Dollars until January 26, 2017 and carries a 40.0% interest rate. The promissory note is secured by all assets of the Company. The outstanding principal balance on the note at December 31, 2015 was 87,480 Canadian Dollars. In October, 2015, the Company entered into an unsecured promissory note with an investor in the principal amount of 25,300 Canadian Dollars. The proceeds were wired directly to a supplier of the Company to secure production capacity. In connection with this note, the Company issued 100,000 shares of common stock valued at $26,000. The fair value of the consideration given under this agreement was allocated proportionately to the two instruments (the note and common stock) resulting in $12,823 being allocated to the common stock and a debt discount. By December 31, 2015, the note was repaid and the debt discount was recognized as interest expense. The amounts repayable under the secured promissory note are as follows: 2015 2014 Balance owing, December 31, 2015 $ 46,100 $ - Less amounts due within one year (41,456 ) - $ 4,644 $ - |
Share Capital
Share Capital | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Share Capital | The Company is authorized to issue 100,000,000 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 three months ended March 31, 2016, the Company issued 403,060 common shares, the proceeds of which were received during the year ended December 31, 2015. | 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. During the year ended December 31, 2015, the Company issued the common shares. During the year ended December 31, 2015, the Company issued 3,253,052 shares of its common stock at an average price of $0.162 per share for proceeds of $527,815. As at December 31, 2015, 403,060 of the common shares had yet to be issued, however, these shares were issued subsequent to December 31, 2015. During the year ended December 31, 2015, the Company issued 60,000 shares of its common stock at a price of $0.138 per share 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. The fair value of the common shares of $8,280 has been expensed as transaction costs during the year ended December 31, 2015. During the year ended December 31, 2015, the Company issued 2,178,866 shares of its common stock at a price of $0.138 per share as settlement for amounts payable pursuant to an advisory agreement disclosed in note 13(b). Of he total fair value of the common shares of $300,684, $40,000 was included in professional fees expense during the year ended December 31, 2014 and was included in accounts payable and accrued liabilities as at that date. The remaining $260,684 has been expensed as professional fees during the year ended December 31, 2015. During the year ended December 31, 2015, the Company issued 500,000 shares of its common stock to a key sales consultant with respect to services rendered to the Company at a deemed price of $0.147 per share. The fair value of $73,500 is included in sales and marketing expense for the year ended December 31, 2015. During the year ended December 31, 2015, the Company issued 15,500,000 to various consultants and advisors pursuant to agreements disclosed in notes 12(c) through (g) at a deemed price of $0.147 per share. During the year ended December 31, 2015, the Company issued 2,380,000 common shares to various consultants at a deemed price of $0.147 per share in exchange for cash of $2,380 and services in the amount of $347,480 that are included in professional fees for the year ended December 31, 2015. The deemed price of $0.147 used to value the common shares issued to the sales and other consultants was calculated as the weighted average price per share for all subscriptions for common shares of the Company's stock that were paid in cash during the year ended December 31, 2015. During the year ended December 31, 2015, the Company issued 100,000 common shares to a lender at a deemed price of $0.26 per share in exchange for advancing 25,300 Canadian Dollars to the Company via an unsecured promissory note, the full amount of which was repaid as at December 31, 2015. In connection with this note, the Company issued 100,000 shares of common stock valued at $26,000. The fair value of the consideration given under this agreement was allocated proportionately to the two instruments (the note and common stock) resulting in $12,823 being allocated to the common stock. During the year ended December 31, 2015, the Company issued 37,700,000 shares of its common stock to the former sole shareholder of TruXmart in connection with the Reverse Acquisition described in note 1. As at December 31, 2015, the Company's net loss per weighted average number of shares outstanding is as follows: 2015 2014 Net loss for the year $ (3,487,757 ) $ (479,341 ) Weighted average number of shares (basic and diluted) 40,460,153 125,801 Loss per weighted average share (basic and diluted) $ - $ (4 ) |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Related Party Transactions | During the period ended March 31, 2016, the Company recorded salaries expense of $5,808 (2015 $0) office and general expenses of $0 (2015 $10,072) related to services rendered to the Company by its major shareholder. | During the year ended December 31, 2015, the Company recorded salaries expense of $48,178 (2014 $Nil) and office and general expenses of $Nil (2014 $45,269) related to the fair market value of services rendered to the Company by its CEO. Of the office and general expenses, $Nil (2014 $14,310) was charged to capital surplus and $Nil (2014 $30,959) was charged to the shareholder loan account. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Taxes | a) The income tax expense is reconciled per the schedule below: 2015 2014 Net loss before income taxes $ (3,487,757 ) $ (479,341 ) Fair value of services rendered by shareholder - 45,269 Depreciation 178 (72 ) Non deductible portion of meals and entertainment 516 17 Share based compensation 2,970,464 - Transaction costs (12,045 ) 233,738 Adjusted net loss for tax purposes (528,644 ) (200,389 ) Statutory rate 25.1 % 23.61 % (132,682 ) (47,306 ) Valuation allowance 132,682 47,306 Provision for income taxes $ - $ - b) Deferred Income Tax Assets The tax effects of temporary differences that give rise to the deferred income tax assets at December 31, 2015 and 2014 are as follows: 2015 2014 Net operating loss carry forwards $ 183,339 $ 47,312 Transaction costs 42,406 45,597 225,745 92,909 Deferred tax assets not recognized (225,745 ) (92,909 ) Net expected deferred income tax recovery $ - $ - |
Financial Instruments
Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
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 $0 during the period ended March 31, 2016 (2015 $0). 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. 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. 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, 2016 and 2015. A customer is considered to be significant if they account for greater than 10% of the Company's annual sales. 2016 2015 Customer A 47.4 27.3 Customer B 13.5 - Customer C 11.0 - Customer D 10.2 3.9 Customer E 0.2 48.5 82.3 79.7 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, 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 December 31, 2015, cash includes 17,738 Canadian Dollars, accounts receivable includes 39,187 Canadian Dollars, related party receivable includes 12,387 Canadian Dollars, accounts payable and accrued expenses include 108,100 Canadian Dollars, income taxes payable includes 6,439 Canadian Dollars and promissory note payable includes 63,803 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 fiscal years ended December 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 23.2 47.3 Customer B 22.3 - Customer C 19.1 24.6 Customer D 12.0 - 76.6 71.9 The loss of any of these key customers could have an adverse effect on the Company's business. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
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. During the year ended December 31, 2015, the Advisory Agreement was amended by the parties such that the Company was to issue a number of shares of its common stock representing 4.99% of the issued and outstanding shares at the time of the amendment as full and final settlement of the accrued fees owing per the Advisory Agreement. During the year ended December 31, 2015, the Company issued 2,178,866 shares of its common stock with a fair value of $300,684 as settlement of the outstanding fees owed pursuant to the Advisory Agreement. c) During the year ended December 31, 2015, the Company entered into an agreement (the "Business Advisory Agreement") for the provision of various business advisory services including, but not limited to, marketing, business and product development, and supplier and customer relationship management for a period of 365 days. In exchange for these services, the Company was to issue 3,200,000 shares of its capital stock with a fair value of $470,400. The fair value consists of cash subscription proceeds of $3,200, and $467,200 which has been included in professional fees expense for the year ended December 31, 2015. The Business Advisory Agreement can be terminated for any reason by either party with thirty days written notice submitted by the party requesting the cancellation. d) During the year ended December 31, 2015, the Company entered into an agreement (the "Service Agreement") for the provision of various services including, but not limited to, corporate branding, communications strategies and corporate strategy for a period of 180 days. In exchange for these services, the Company was to issue 2,900,000 shares of its capital stock with a fair value of $426,300. The fair value consists of cash subscription proceeds of $2,900 and $423,400 which has been included in professional fees expense for the year ended December 31, 2015. The Service Agreement can be terminated for any reason by either party with ten days written notice submitted by the party requesting the cancellation. e) During the year ended December 31, 2015, the Company entered into an agreement (the "Service Agreement") for the provision of various services including, but not limited to, business, product, and relationship development and corporate strategy for a period of 180 days. In exchange for these services, the Company was to issue 3,000,000 shares of its capital stock with a fair value of $441,000. The fair value consists of cash subscription proceeds of $3,000 and $438,000 which has been included in professional fees expense for the year ended December 31, 2015. The Service Agreement can be terminated for any reason by either party with ten days written notice submitted by the party requesting the cancellation. f) During the year ended December 31, 2015, the Company entered into an agreement (the "Business Advisory Agreement") for the provision of various business advisory services including, but not limited to, funding and financing strategies and capital structure planning and management for a period of 180 days. In exchange for these services, the Company was to issue 3,300,000 shares of its capital stock with a fair value of $485,100. The fair value consists of cash subscription proceeds of $3,300 and $481,800 which has been included in professional fees expense for the year ended December 31, 2015. The Business Advisory Agreement can be terminated for any reason by either party with thirty days written notice submitted by the party requesting the cancellation. g) During the year ended December 31, 2015, the Company entered into an agreement (the "Marketing Services Agreement") for the provision of various business advisory services including, but not limited to, strategic marketing and brand development and communications and branding research for a period of 180 days. In exchange for these services, the Company was to issue 3,100,000 shares of its capital stock with a fair value of $455,700. The fair value consists of cash subscription proceeds of $3,100 and $452,600 which has been included in professional fees expense for the year ended December 31, 2015. The Marketing Services Agreement can be terminated for any reason by either party with thirty days written notice submitted by the party requesting the cancellation. h) 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. |
Reclassification
Reclassification | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Reclassification | 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, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Evaluation of Subsequent Events | Subsequent to March 31, 2016, the Company entered into a Equity Purchase Agreement (the "Agreement") pursuant to which the Company will issue up to $1,000,000 of the Company's common stock. All sales of the Company's stock pursuant to the Agreement are subject to the Company fulfilling certain conditions contained therein, including the filing and effectiveness of a registration document with the SEC to register the shares of the common stock to be sold. The Company evaluated all subsequent events after the balance sheet date through June 1, 2016, the date the financial statements were available to be issued, and concluded there were no events or transactions occurring during this period that required recognition or disclosure in the financial statements other than that mentioned above. | The Company evaluated all subsequent events after the balance sheet date through May 5, 2016, the date the financial statements were available to be issued, and concluded there were no events or transactions occurring during this period that required recognition or disclosure in the financial statements. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies Policies | ||
Interim Financial Information | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three month period ended March 31, 2016 are not necessarily indicated of the results that may be expected for the year ending December 31, 2016. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10 K for the year ended December 31, 2015 filed with the SEC on May 9, 2016. | |
Functional and Presentation Currency | These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at March 31, 2016 were converted into United States Dollars at a rate of 1.2987 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2016 were converted into United States Dollars at a rate of 1.3748 Canadian Dollars to one United States Dollar. | |
Use of Estimates | The preparation of condensed unaudited 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. | |
Going Concern | These condensed unaudited financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the three month period ended March 31, 2016, the Company incurred a net loss of $87,354, and as of that date, the Company's accumulated deficit was $4,139,289. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. | |
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 or market, with cost being determined by the first in, first out (FIFO) basis. Cost includes the cost of materials plus direct labor 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. | |
Property and Equipment | 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 As at December 31, 2015, the Company's product molds were not yet ready for use. As such, they have not been amortized during the year ended December 31, 2015. | |
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 Board's (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 Company's 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, accounts receivable, related party receivable, other receivables and share subscriptions receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, and promissory note payable. 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 | In August 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014 15, "Presentation of Financial Statements Going Concern". The guidance requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date financial statements are issued. ASU 2014 15 is effective for the annual period ending after December 31, 2016, and for annual periods and interim periods thereafter, with early application permitted. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU No. 2015 14, "Revenue from Contracts with Customers" which defers the effective date of ASU 2014 09 for all entities by one year. The guidance in "Revenue Recognition (Topic 606)" requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2015 14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015 02, "Amendments to the Consolidation Analysis". The guidance in "Consolidation" (Topic 810) responds to stakeholder concerns about the current accounting for consolidation of certain legal entities. ASU No. 2015 02 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In July 2015, the FASB issued ASU 2015 11, "Inventory" which requires entities to measure inventory at the lower of cost and net realizable value with net realizable value being the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015 11 is effective for fiscal years beginning after December 15, 2016 including interim periods within those fiscal years. The Company is evaluating the new standard, but does not, at this time, expect this standard to have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU 2015 3, "Interest Imputation of Interest Simplifying the Presentation of Debt Issuance Costs." To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015 3 is effective for fiscal years beginning after December 15, 2015 including interim periods within those fiscal years. The Company does not expect this standard to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016 02, "Leases" which was issued 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. The amendments in ASU 2016 02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the effect the new standard will have on the financial statements. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies Tables | |
Summary of Property and Equipment | 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 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Tables | |
Summary of Inventory | Inventory is comprised of: 2015 2014 Finished goods $ 113,753 $ 79,527 Promotional items 12,258 6,023 Raw materials 2,995 3,216 $ 129,006 $ 88,766 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property And Equipment Tables | |
Major classes of property and equipment | Major classes of property and equipment are as follows: 2015 Cost Accumulated Amortization Net 2014 Net Equipment $ 2,102 $ 358 $ 1,744 $ - Product molds 37,243 - 37,243 - Computers 610 196 414 - $ 39,955 $ 554 $ 39,401 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Tables | |
Intangible Assets | The Company's website has an indefinite useful life and has not been amortized. December 31, 2015 December 31, 2014 Cost Accumulated Amortization Net Net Patent $ 7,718 $ 438 $ 7,280 $ 7,589 Website 3,500 - 3,500 - $ 11,218 $ 438 $ 10,780 $ 7,589 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Promissory Notes Payable Tables | ||
Summary of promissory note | The amounts repayable under the secured promissory note as at March 31, 2016 were as follows: Balance owing, March 31, 2016 $ 46,105 Less amounts due within one year (46,105 ) $ - The amounts repayable under the secured promissory note as at December 31, 2015 were as follows: Balance owing, December 31, 2015 $ 46,100 Less amounts due within one year (41,456 ) $ 4,644 | The amounts repayable under the secured promissory note are as follows: 2015 2014 Balance owing, December 31, 2015 $ 46,100 $ - Less amounts due within one year (41,456 ) - $ 4,644 $ - |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share Capital Tables | |
Weighted average number of shares | As at December 31, 2015, the Company's net loss per weighted average number of shares outstanding is as follows: 2015 2014 Net loss for the year $ (3,487,757 ) $ (479,341 ) Weighted average number of shares (basic and diluted) 40,460,153 125,801 Loss per weighted average share (basic and diluted) $ - $ (4 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Summary of income tax expense | The income tax expense is reconciled per the schedule below: 2015 2014 Net loss before income taxes $ (3,487,757 ) $ (479,341 ) Fair value of services rendered by shareholder - 45,269 Depreciation 178 (72 ) Non deductible portion of meals and entertainment 516 17 Share based compensation 2,970,464 - Transaction costs (12,045 ) 233,738 Adjusted net loss for tax purposes (528,644 ) (200,389 ) Statutory rate 25.1 % 23.61 % (132,682 ) (47,306 ) Valuation allowance 132,682 47,306 Provision for income taxes $ - $ - |
Deferred income tax assets | The tax effects of temporary differences that give rise to the deferred income tax assets at December 31, 2015 and 2014 are as follows: 2015 2014 Net operating loss carry forwards $ 183,339 $ 47,312 Transaction costs 42,406 45,597 225,745 92,909 Deferred tax assets not recognized (225,745 ) (92,909 ) Net expected deferred income tax recovery $ - $ - |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Financial Instruments Tables | ||
Concentration of sales | 2016 2015 Customer A 47.4 27.3 Customer B 13.5 - Customer C 11.0 - Customer D 10.2 3.9 Customer E 0.2 48.5 82.3 79.7 | 2015 2014 Customer A 23.2 47.3 Customer B 22.3 - Customer C 19.1 24.6 Customer D 12.0 - 76.6 71.9 |
Nature of Operations and Reve30
Nature of Operations and Reverse Acquisition Transaction (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2016 | |
Nature Of Operations And Reverse Acquisition Transaction Details Narrative | |||
Common stock issued | 66,885,082 | 67,288,142 | |
Transaction costs | $ 38,280 | $ 299,839 | |
Included in accounts payable and accrued liabilities | $ 84,839 | $ 15,101 |
Basis of Presentation and Goi31
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basis Of Presentation And Going Concern Details Narrative | ||||
Net Loss for the year | $ (87,354) | $ (25,686) | $ (3,487,757) | $ (479,341) |
Accumulated Deficit | $ (4,139,289) | $ (4,051,935) | $ (564,178) |
Significant Accounting Polici32
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture and equipment [Member] | |
Estimated useful lives | 5 years |
Computers [Member] | |
Estimated useful lives | 3 years |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Details | ||
Finished goods | $ 113,753 | $ 79,527 |
Promotional items | 12,258 | 6,023 |
Raw materials | 2,995 | 3,216 |
Inventory | $ 129,006 | $ 88,766 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 39,955 | ||
Accumulated Amortization | 554 | ||
Net | $ 39,245 | 39,401 | |
Equipment [Member] | |||
Cost | 2,102 | ||
Accumulated Amortization | 358 | ||
Net | 1,744 | ||
Product molds [Member] | |||
Cost | 37,243 | ||
Accumulated Amortization | |||
Net | 37,243 | ||
Computers [Member] | |||
Cost | 610 | ||
Accumulated Amortization | 196 | ||
Net | $ 414 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 11,218 | ||
Accumulated Amortization | 438 | ||
Intangible Assets, Net | $ 10,703 | 10,780 | $ 7,589 |
Patents [Member] | |||
Cost | 7,718 | ||
Accumulated Amortization | 438 | ||
Intangible Assets, Net | 7,280 | 7,589 | |
Website [Member] | |||
Cost | 3,500 | ||
Accumulated Amortization | |||
Intangible Assets, Net | $ 3,500 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Promissory Notes Payable Details | |||
Balance owing, December 31, 2015 | $ 46,105 | $ 46,100 | |
Less amounts due within one year | (46,105) | (41,456) | |
Promissory Note Payable | $ 4,644 |
Promissory Notes Payable (Det37
Promissory Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Promissory Notes Payable Details Narrative | ||
Outstanding principal balance | $ 60,016 | $ 63,208 |
Carrying amount of the original issue discount | $ 13,911 | $ 17,108 |
Share Capital (Details)
Share Capital (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Capital Details | ||||
Net loss for the year | $ (87,354) | $ (25,686) | $ (3,487,757) | $ (479,341) |
Weighted average number of shares (basic and diluted) | 67,265,996 | 3,403,907 | 40,460,153 | 125,801 |
Loss per weighted average share (basic and diluted) | $ (4) |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common stock, shares issued | 403,060 | ||
Common stock subscriptions receivable, Shares | 2,775,360 | ||
Common stock subscriptions receivable, Amount | $ 383,000 | ||
Stock Issued During Period, Shares | 403,060 | 3,253,052 | |
Common stock price per share | $ 0.162 | ||
Stock Issued During Period, Value | $ 527,815 | ||
Stock Issued During Period Services | $ 2,684,360 | ||
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Consultants One [Member] | |||
Stock Issued During Period, Shares | 2,380,000 | ||
Common stock price per share | $ 0.147 | ||
Stock Issued During Period, Value | $ 2,380 | ||
Stock Issued During Period Services | $ 347,480 | ||
Consultants [Member] | |||
Stock Issued During Period, Shares | 15,500,000 | ||
Common stock price per share | $ 0.147 | ||
TruXmart [Member] | |||
Stock Issued During Period, Shares | 37,700,000 | ||
Key Sales Consultant [Member] | |||
Stock Issued During Period, Shares | 500,000 | ||
Common stock price per share | $ 0.147 | ||
Stock Issued During Period, Value | $ 73,500 | ||
Advisory Agreement [Member] | |||
Stock Issued During Period, Shares | 2,178,866 | ||
Common stock price per share | $ 0.138 | ||
Stock Issued During Period, Value | $ 300,684 | ||
Ryan Goulding Services [Member] | |||
Stock Issued During Period, Shares | 60,000 | ||
Common stock price per share | $ 0.138 | ||
Stock Issued During Period, Value | $ 8,280 | ||
Unsecured promissory note [Member] | |||
Common stock, shares issued | 100,000 | ||
Common stock price per share | $ 0.26 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions Details Narrative | ||||
Office and general expenses | $ 0 | $ 10,072 | $ 45,269 | |
Salaries expense | $ 5,808 | $ 0 | $ 48,178 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details | ||||
Net loss before income taxes | $ (77,923) | $ (24,976) | $ (3,487,757) | $ (479,341) |
Fair value of services rendered by shareholder | 45,269 | |||
Depreciation | 178 | (72) | ||
Non-deductible portion of meals and entertainment | 516 | 17 | ||
Share based compensation | 2,970,464 | |||
Transaction costs | (12,045) | 233,738 | ||
Adjusted net loss for tax purposes | $ (528,644) | $ (200,389) | ||
Statutory rate | 25.10% | 23.61% | ||
Tax expense (benefit) at the statutory rate | $ (132,682) | $ (47,306) | ||
Valuation allowance | 132,682 | 47,306 | ||
Provision for income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes Details 1 | ||
Net operating loss carry forwards | $ 183,339 | $ 47,312 |
Transaction costs | 42,406 | 45,597 |
Gross | 225,745 | 92,909 |
Deferred tax assets not recognized | (225,745) | (92,909) |
Net expected deferred income tax recovery |
Financial Instruments (Details)
Financial Instruments (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration of Revenues | 82.30% | 79.70% | 76.60% | 71.90% |
Customer A [Member] | ||||
Concentration of Revenues | 47.40% | 27.30% | 23.20% | 47.30% |
Customer B [Member] | ||||
Concentration of Revenues | 13.50% | 22.30% | ||
Customer C [Member] | ||||
Concentration of Revenues | 11.00% | 19.10% | 24.60% | |
Customer D [Member] | ||||
Concentration of Revenues | 10.20% | 3.90% | 12.00% | |
Customer E [Member] | ||||
Concentration of Revenues | 0.20% | 48.50% |
Financial Instruments (Details
Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Bad debt expense | $ 0 | $ 0 | $ 0 | $ 0 |
Canadian Dollars Includes In :- | ||||
Related party receivable | 10,631 | 8,950 | ||
Accounts payable and accrued expenses | 270,540 | 248,300 | 286,467 | |
Income taxes payable | $ 4,958 | 4,653 | $ 5,551 | |
Canadian Dollars [Member] | ||||
Canadian Dollars Includes In :- | ||||
Cash | 17,738 | |||
Accounts receivable | 39,187 | |||
Related party receivable | 12,387 | |||
Accounts payable and accrued expenses | 108,100 | |||
Income taxes payable | 6,439 | |||
Promissory note payable | $ 63,803 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Professional fees related to services agreement | $ 34,371 | $ 13,984 | $ 3,056,469 | $ 93,284 |
Advisory Agreement [Member] | ||||
Common stock issued as accrued fees owing | 4.99% | |||
Company issued shares | 2,178,866 | |||
Outstanding fees owed | $ 300,684 | |||
Business Advisory Agreement [Member] | ||||
Cash subscription proceeds | 3,200 | |||
Professional fees related to services agreement | $ 467,200 | |||
Services Agreement Term | 365 Day | |||
Service Agreements [Member] | ||||
Cash subscription proceeds | $ 2,900 | |||
Professional fees related to services agreement | $ 423,400 | |||
Services Agreement Term | 180 Day | |||
Service Agreements One [Member] | ||||
Cash subscription proceeds | $ 3,000 | |||
Professional fees related to services agreement | $ 438,000 | |||
Services Agreement Term | 180 Day | |||
Business Advisory Agreement One [Member] | ||||
Cash subscription proceeds | $ 3,300 | |||
Professional fees related to services agreement | $ 481,800 | |||
Services Agreement Term | 180 Day | |||
Marketing Services Agreement [Member] | ||||
Cash subscription proceeds | $ 3,100 | |||
Professional fees related to services agreement | $ 452,600 | |||
Services Agreement Term | 180 Day |