Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 19, 2018 | |
Document and Entity Information: | ||
Entity Registrant Name | ARVANA INC | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Trading Symbol | avni | |
Amendment Flag | false | |
Entity Central Index Key | 1,113,313 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,034,030 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 257 | $ 4,730 |
Total assets | 257 | 4,730 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,027,954 | 1,075,409 |
Convertible loan (net of discount of $nil and $14,583 respectively (Note 8) | 50,000 | 50,000 |
Loans payable to stockholders (Note 3) | 590,027 | 600,651 |
Loans payable to related party (Note 3) | 130,321 | 131,000 |
Loans payable (Note 3) | 85,525 | 75,813 |
Amounts due to related parties (Note 3) | 499,338 | 549,132 |
Total current liabilities | 2,383,165 | 2,482,005 |
Stockholders' deficiency | ||
Common stock, $0.001 par value 5,000,000 authorized, 1,034,030 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,034 | 1,034 |
Additional paid-in capital | 21,225,717 | 21,225,717 |
Deficit | (23,606,323) | (23,700,690) |
Total Stockholders Deficit Before Treasury Stock | (2,379,572) | (2,473,939) |
Less: Treasury stock - 2,085 common shares at September 30, 2018 and December 31, 2017, respectively. | (3,336) | (3,336) |
Total stockholders' deficiency | (2,382,908) | (2,477,275) |
Total liabilities and stockholders' deficit | $ 257 | $ 4,730 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible loan, net of discount | $ 14,583 | |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 5,000,000 | 5,000,000 |
Common stock shares issued | 1,034,030 | 1,034,030 |
Common stock outstanding | 1,034,030 | 1,034,030 |
Treasury stock | 2,085 | 2,085 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses | ||||
General and administrative | $ 2,657 | $ 3,758 | $ 9,541 | $ 9,138 |
Professional fees | 6,062 | 3,200 | 16,275 | 12,581 |
Total operating expenses | 8,719 | 6,958 | 25,816 | 21,719 |
Loss from operations | (8,719) | (6,958) | (25,816) | (21,719) |
Interest expense | (12,771) | (17,056) | (38,555) | (50,526) |
Foreign exchange gain (loss) | (7,949) | (47,177) | 44,501 | (115,360) |
Gain on sale of subsidiaries | 114,237 | 114,237 | ||
Net income (loss) and comprehensive income (loss) | $ 84,798 | $ (71,191) | $ 94,367 | $ (187,605) |
Per common share information - basic and diluted: | ||||
Weighted average shares outstanding | 1,034,030 | 885,130 | 1,034,030 | 885,130 |
Net loss per common share - basic and diluted | $ 0.08 | $ (0.08) | $ 0.09 | $ (0.21) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||||
Net loss | $ 84,798 | $ (71,191) | $ 94,367 | $ (187,605) |
Item not involving cash: | ||||
Unrealized foreign exchange | 16,773 | 113,637 | ||
Accretion | 4,167 | 12,501 | ||
Gain on sale of subsidiaries | (114,237) | (114,237) | ||
Changes in non-cash working capital: | ||||
Accounts payable and accrued liabilities | (6,548) | 30,344 | ||
Amounts due to related parties | (4,784) | 5,900 | ||
Net cash used in operations | (14,429) | (25,223) | ||
Cash flows from investing activities | ||||
Cash disposed on sale of subsidiaries | (44) | |||
Net cash used in investing activities | (44) | |||
Cash flows from financing activities | ||||
Proceeds of loans payable | 10,000 | 27,800 | ||
Net cash provided by financing activities | 10,000 | 27,800 | ||
Change in cash | (4,473) | 2,577 | ||
Cash, beginning of period | 4,730 | 6,045 | ||
Cash, end of period | $ 257 | $ 8,622 | 257 | 8,622 |
Supplementary information | ||||
Cash paid for interest | ||||
Cash paid for income taxes |
Note 1_ Nature of Business and
Note 1: Nature of Business and Ability To Continue As A Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 1. Nature of Business and Ability To Continue As A Going Concern | 1. Nature of Business and Ability to Continue as a Going Concern Arvana Inc. (“our”, “we”,”us” and the “Company”) was incorporated under the laws of the State of Nevada as Turinco, Inc. on September 16, 1977. On July 24, 2006, the shareholders approved a change of the Company’s name from Turinco, Inc. to Arvana Inc. The reporting currency and functional currency of the Company is the United States dollar (“US Dollar”) and the accompanying financial statements have been expressed in US Dollars. These condensed financial statements have been prepared on a going concern basis, which assumes the realization of assets and the settlement of liabilities in the normal course of business. For the nine-month period ended September 30, 2018, the Company recognized net income of $94,367 as a result of a gain on the sale of subsidiaries (Note 9). At September 30, 2018, the Company had a working capital deficiency of $2,382,908. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Company will require continued financial support from its shareholders and creditors until it is able to generate sufficient cash flow from operations on a sustained basis. There is substantial doubt that the Company will be successful at achieving these results. Failure to obtain the ongoing support of its shareholders and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might arise from this uncertainty. |
Note 2_ Summary of Significant
Note 2: Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 2: Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation The Company is in the process of transacting a business opportunity and has minimal operating levels. The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the nine months ended September 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. Results are not necessarily indicative of results which may be achieved in the future. Although they are unaudited, in the opinion of management, they include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Results are not necessarily indicative of results which may be achieved in the future. The condensed interim financial statements and notes appearing in this report should be read in conjunction with our audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2018. Use of Estimates The preparation of financial statements in conformity with US GAAP 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 those estimates. These estimates include the recognition of deferred tax assets based on the change in Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value because the amounts consist of cash held at a bank. Accounts payable and accrued liabilities, convertible loan, loans payable and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. The estimated fair values of the Company's financial instruments as of September 30, 2018 and December 31, 2017 follows: September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 257 $ 257 $ 4,730 $ 4,730 Accounts payable and accrued liabilities 1,027,954 1,027,954 1,075,409 1,075,409 Convertible loan 50,000 50,000 50,000 50,000 Loans payable to stockholders 590,027 590,027 600,651 600,651 Loans payable to related party 130,321 130,321 131,000 131,000 Loans payable 85,525 85,525 75,813 75,813 Amounts due to related parties $ 499,338 $ 499,338 $ 549,132 $ 549,132 The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset: September 30, 2018 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 257 $ 257 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. Recent accounting pronouncements The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. New and amended standards adopted by the Company There were no new and amended standards adopted by the Company for the first time in this reporting period which had a material impact on the Company’s unaudited condensed consolidated interim financial statement except the following: In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-18, requiring that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of- period total cash amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash is not presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company considers that ASU 2016-18 has had only a limited impact on the presentation of the statement of cash flows. New standards and interpretations not yet adopted by the Company Several new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date of this report and have not been applied in preparing these unaudited condensed consolidated interim financial statements: In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, which results in an operating lease. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected credit losses. The standard will become effective for the Company beginning January 1, 2020. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures. In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain changes to nonemployee share-based payment accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures. |
Note 3_ Loans Payable
Note 3: Loans Payable | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 3: Loans Payable | 3. Loans Payable As of September 30, 2018, the Company had received loans of $590,027 (Euro 225,000; CAD$ 72,300; $273,107) (December 31, 2017 - $600,651: Euro 225,000; CAD$ 72,300; $273,107) from stockholders, loans of $130,321 (CAD$ 27,600; $109,000) (December 31, 2017 – $131,000: CAD$ 27,600; $109,000) from a related party and loans of $85,525 (CAD$ 10,000; $77,800) (December 31, 2017 – $75,813: CAD$ 10,000; $67,800) from unrelated third parties. All of the loans bear interest at 6% per annum except for $37,800 in loans to unrelated third parties which bears interest at 10% per annum. The loans were made in 3 different currencies, Euros, Canadian Dollars and US Dollars. All amounts reflected on these financial statements are expressed in US Dollars. Repayment of the loans is due on closing of any future financing arrangement by the Company. The balance of accrued interest of $456,785 and $425,405 is included in accounts payable and accrued liabilities at September 30, 2018, and December 31, 2017, respectively. Interest expense recognized on these loans was $12,771 for the three months ended September 30, 2018, compared to $17,056 for the three months ended September 30, 2017, respectively. Interest expense includes $nil in accretion of the discount on the convertible debt during the three months ended September 30, 2018, compared to $4,167 for the three months ended September 30, 2017. Interest expense recognized on these loans was $38,555 for the nine months ended September 30, 2018, compared to $50,526 for the nine months ended September 30, 2017, respectively. Interest expense includes $nil in accretion of the discount on the convertible debt during the nine months ended September 30, 2018, compared to $12,501 for the nine months ended September 30, 2017. The Company also received a convertible loan of $50,000 from CaiE Food Partnership Ltd. (“CaiE”) as per Note 8. This loan bears interest of 10% and is convertible into common shares of the Company at a price of $0.20 per share. This loan matured on March 31, 2018 pursuant to an amending agreement dated November 17, 2017. On March 31, 2018, the Company entered into an amending agreement to extend the maturity date of the convertible loan to March 31, 2019. All other terms remained unchanged. Interest expense recognized on the convertible loan was $1,250 for the three months ended September 30, 2018, compared to $1,250 for the three months ended September 30, 2017. Interest expense recognized on the convertible loan was $3,750 for the nine months ended September 30, 2018, compared to $3,750 for the nine months ended September 30, 2017. |
Note 4_ Stock Options
Note 4: Stock Options | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 4: Stock Options | 4. Stock Options The Company’s 2006 Stock Option Plan expired on June 4, 2016. At September 30, 2018 and December 31, 2017, there were no stock options outstanding. No options were granted, exercised or expired during the period ended September 30, 2018 and during the year ended December 31, 2017. |
Note 5_ Common Stock
Note 5: Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 5: Common Stock | 5. Common stock During the nine months ended September 30, 2018 and year ended December 31, 2017, the Company had issued nil shares respectively. |
Note 6_ Segmented Information
Note 6: Segmented Information | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 6: Segmented Information | 6. Segmented Information The Company has no reportable segments. |
Note 7_ Related Party Transacti
Note 7: Related Party Transactions and Amounts Due to Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 7: Related Party Transactions | 7. Related Party Transactions and Amounts Due to Related Parties At September 30, 2018, and December 31, 2017, the Company had amounts due to related parties of $499,338 and $549,132, respectively. This amount includes $136,100 at September 30, 2018, and December 31, 2017, payable to two former directors and a current director for services rendered during 2007. This amount is to be paid part in cash and part in stock at a future date with the number of common shares determined by the fair value of the shares on the settlement date. The amounts owing bear no interest, are unsecured, and have no fixed terms of repayment. The Company incurred consulting fees of $8,675 (2017 - $6,181) paid to a company controlled by our chief executive officer during the nine months ended September 30, 2018. A total of $2,663 (2017 - $nil) is included in amounts due to related parties. Our former chief executive officer and former director entered into a consulting arrangement on a month to month basis that provided for a monthly fee of CAD$5,000. These amounts have been accrued and are currently unpaid. This consulting arrangement ended on May 24, 2013. As of September 30, 2018, our former chief executive officer was owed $268,874 and $268,029 as of December 31, 2017 which are unsecured non-interest-bearing amounts due on demand. Our former chief financial officer and former director entered into a consulting agreement on a month to month basis that provided for a monthly fee of $2,000. These amounts have been accrued and are currently unpaid. This consulting arrangement ended on June 14, 2013. As of September 30, 2018, and December 31, 2017, our former chief financial officer was owed $58,870 for services rendered as an officer. Our former chief executive officer and former director entered into a debt assignment agreement effective January 1, 2012, with a corporation with a former director in common and thereby assigned $156,631 (CAD$202,759) of unpaid amounts payable. Our former chief executive officer and former director entered into a debt assignment agreement effective January 1, 2012, with an unrelated third party and thereby assigned $53,357 of unpaid amounts payable and $100,000 of unpaid loans. Our former chief executive officer and former director is owed $130,321 for unsecured amounts bearing 6% interest due on demand loaned to the Company as of September 30, 2018, compared to $131,000 as of December 31, 2017. Our former chief executive officer and former director entered into a debt assignment agreement effective December 31, 2016, to assume $100,000 in unpaid loans and $83,357 in unpaid amounts payable from a third party. Our other former officers are owed a total of $32,831 for their prior services rendered as officers as at September 30, 2018, compared to $86,133 as of December 31, 2017. As a result of the sale of subsidiaries (Note 9), $51,075 of amounts owed to former officers were eliminated as these amounts were owed by the subsidiaries to said former officers. |
Note 8_ Convertible Loan
Note 8: Convertible Loan | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note: 8. Convertible Loan | 8. Convertible Loan On May 18, 2016, the Company issued a convertible promissory note (“Convertible Note”) pursuant to which the Company received $50,000 from CaiE. The $50,000 Convertible Note is convertible into common stock, in whole or in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.20 per share. Due to the conversion price being lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the convertible note. The Convertible Note accrues interest at a rate equal to 10% per year. During the three months ended September 30, 2018 and 2017, $nil and $4,167 of the discount was amortized as interest expense, respectively. During the nine months ended September 30, 2018 and 2017, $nil and $12,501 of the discount was amortized as interest expense, respectively. Interest expense recognized on this loan was $1,250 for the three months ended September 30, 2018, compared to $1,250 for the three months ended September 30, 2017, respectively. Interest expense recognized on this loan was $3,750 for the nine months ended September 30, 2018, compared to $3,750 for the nine months ended September 30, 2017, respectively. As at September 30, 2018 and December 31, 2017, the balance of the Convertible Note was $50,000. On November 17, 2017, the Company entered into an amending agreement to extend the maturity date to March 31, 2018, all other terms remained unchanged. On March 31, 2018, the Company entered into an amending agreement to extend the maturity date of the Convertible Note to March 31, 2019. All other terms remained unchanged. |
Note 9_ Sale of subsidiaries
Note 9: Sale of subsidiaries | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Sale of subsidiaries | 9. Sale of subsidiaries On September 24, 2018, the Company entered into a sale and purchase agreement with Nazleal S.A. (“Nazleal”) to dispose of the Company’s subsidiaries, Arvana Networks Inc., Arvana Participaçōes S.A. and Arvana Comunicações do Brasil S. A. (collectively, the “Subsidiaries”). Under the terms of the agreement, Nazleal purchased the Subsidiaries for €20,000 ($23,206) by executing a settlement and release agreement to extinguish amounts previously payable to Nazleal by the Company. Effective September 30, 2018, Nazleal assumed all debts, obligations, and guarantees of the Subsidiaries, which totaled $1,822,152. Of this amount, $1,731,077 was written off (concurrently upon completion of the transaction), as these amounts represented amounts due to the Company from the Subsidiaries (previously eliminated on consolidation). The remaining $91,075 comprised $40,000 in accounts payable (due to arm’s length parties) and $51,075 in amounts due to related parties which were eliminated on completion of the sale. As at September 30, 2018, the Subsidiaries had total assets of $44 which consisted solely of cash. The net effect of the above transactions resulted in a total gain to the Company of $114,237. |
Note 10_ Subsequent Events
Note 10: Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 9: Subsequent Events | 10. Subsequent Events The Company evaluated its September 30, 2018, financial statements for subsequent events through the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in its financial statements except the following: On October 12, 2018, the Company entered into a securities purchase agreement with Caie pursuant to which the Company issued an additional convertible promissory note to CaiE in the amount of $57,800 due on October 11, 2019, to document $37,800 in loans received by the Company from CaiE prior to September 30, 2018, and an additional $20,000 loan received by the Company on October 12, 2018. The note accrues interest of at annual rate of 10% over the term of the note and is convertible, along with the principal amount, into shares of the Company’s stock at a fixed price of $0.20 per share. |
Note 2_ Summary of Significan_2
Note 2: Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policy Text Block [Abstract] | |
Basis of presentation | Basis of presentation The Company is in the process of transacting a business opportunity and has minimal operating levels. The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the nine months ended September 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. Results are not necessarily indicative of results which may be achieved in the future. Although they are unaudited, in the opinion of management, they include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Results are not necessarily indicative of results which may be achieved in the future. The condensed interim financial statements and notes appearing in this report should be read in conjunction with our audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2018. |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with US GAAP 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 those estimates. These estimates include the recognition of deferred tax assets based on the change in Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value because the amounts consist of cash held at a bank. Accounts payable and accrued liabilities, convertible loan, loans payable and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. The estimated fair values of the Company's financial instruments as of September 30, 2018 and December 31, 2017 follows: September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 257 $ 257 $ 4,730 $ 4,730 Accounts payable and accrued liabilities 1,027,954 1,027,954 1,075,409 1,075,409 Convertible loan 50,000 50,000 50,000 50,000 Loans payable to stockholders 590,027 590,027 600,651 600,651 Loans payable to related party 130,321 130,321 131,000 131,000 Loans payable 85,525 85,525 75,813 75,813 Amounts due to related parties $ 499,338 $ 499,338 $ 549,132 $ 549,132 The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset: September 30, 2018 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 257 $ 257 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. |
Recent accounting pronouncements | Recent accounting pronouncements The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. |
New and amended standards adopted by the Company | <b>New and amended standards adopted by the Company</b></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">There were no new and amended standards adopted by the Company for the first time in this reporting period which had a material impact on the Company’s unaudited condensed consolidated interim financial statement except the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-18, requiring that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of- period total cash amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash is not presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company considers that ASU 2016-18 has had only a limited impact on the presentation of the statement of cash flows.</p>" id="sjs-B7"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>New and amended standards adopted by the Company</b></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">There were no new and amended standards adopted by the Company for the first time in this reporting period which had a material impact on the Company’s unaudited condensed consolidated interim financial statement except the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-18, requiring that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of- period total cash amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash is not presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company considers that ASU 2016-18 has had only a limited impact on the presentation of the statement of cash flows.</p> |
New standards and interpretations not yet adopted | <b>New standards and interpretations not yet adopted by the Company</b></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Several new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date of this report and have not been applied in preparing these unaudited condensed consolidated interim financial statements:</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, which results in an operating lease. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected credit losses. The standard will become effective for the Company beginning January 1, 2020. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain changes to nonemployee share-based payment accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p>" id="sjs-B8"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>New standards and interpretations not yet adopted by the Company</b></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Several new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date of this report and have not been applied in preparing these unaudited condensed consolidated interim financial statements:</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, which results in an operating lease. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected credit losses. The standard will become effective for the Company beginning January 1, 2020. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain changes to nonemployee share-based payment accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> |
Note 2_ Summary of Significan_3
Note 2: Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Estimated fair values | September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 257 $ 257 $ 4,730 $ 4,730 Accounts payable and accrued liabilities 1,027,954 1,027,954 1,075,409 1,075,409 Convertible loan 50,000 50,000 50,000 50,000 Loans payable to stockholders 590,027 590,027 600,651 600,651 Loans payable to related party 130,321 130,321 131,000 131,000 Loans payable 85,525 85,525 75,813 75,813 Amounts due to related parties $ 499,338 $ 499,338 $ 549,132 $ 549,132 |
Fair Value, Assets Measured on Recurring Basis | September 30, 2018 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 257 $ 257 $ — $ — |
Note 1_ Nature of Business an_2
Note 1: Nature of Business and Ability To Continue As A Going (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |||||
Net loss | $ 84,798 | $ (71,191) | $ 94,367 | $ (187,605) | |
Working capital deficiency | $ (2,382,908) | $ (2,382,908) | $ (2,477,275) |
Note 2_ Summary of Significan_4
Note 2: Summary of Significant Accounting Policies - Estimated Fair Value (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Cash | $ 257 | $ 4,730 |
Accounts payable and accrued liabilities | 1,027,954 | 1,075,409 |
Convertible loan | 50,000 | 50,000 |
Amount due to related parties | 541,927 | 549,132 |
Carrying Amount | ||
Cash | 257 | 4,730 |
Accounts payable and accrued liabilities | 1,027,954 | 1,075,409 |
Convertible loan | 50,000 | 50,000 |
Loans payable to stockholders | 590,027 | 600,651 |
Loans payable to related party | 130,321 | 131,000 |
Loans payable | 85,525 | 75,813 |
Amount due to related parties | 499,338 | 549,132 |
Fair Value | ||
Cash | 257 | 4,730 |
Accounts payable and accrued liabilities | 1,027,954 | 1,075,409 |
Convertible loan | 50,000 | 50,000 |
Loans payable to stockholders | 590,027 | 600,651 |
Loans payable to related party | 130,321 | 131,000 |
Loans payable | 85,525 | 75,813 |
Amount due to related parties | $ 499,338 | $ 549,132 |
Note 2_ Summary of Significan_5
Note 2: Summary of Significant Accounting Policies - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Cash | $ 257 | $ 4,730 |
Quoted Prices in Active Markets, Level 1 [Member] | ||
Cash | 257 | |
Significant Other Observable Inputs, Level 2 [Member] | ||
Cash | ||
Significant Unobservable Inputs, Level 3 [Member] | ||
Cash |
Note 3_ Loan Payable (Details N
Note 3: Loan Payable (Details Narrative) - USD ($) | Oct. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | May 17, 2016 |
Loans received from stockholders | $ 590,027 | $ 590,027 | $ 600,651 | ||||
Loans received from related parties | 130,321 | 130,321 | 131,000 | ||||
Loans received from unrelated third parties | 85,525 | $ 85,525 | 75,813 | ||||
Interst rate | 6.00% | ||||||
Accrued interest | 456,785 | $ 456,785 | 425,405 | ||||
Inerest expenses | 12,771 | $ 17,056 | 38,555 | $ 50,526 | |||
Interest expense, accretion discount | 4,167 | 12,501 | |||||
Convertible Note | 50,000 | 50,000 | $ 50,000 | ||||
CaiE Food Partnership Ltd | |||||||
Inerest expenses | $ 1,250 | $ 1,250 | $ 3,750 | $ 3,750 | |||
Convertible Note | $ 50,000 | ||||||
Common stock, per share price | $ 0.20 | $ 0.20 | |||||
Convertible Note, Interest | 10.00% | 10.00% | |||||
Maturity date | Oct. 11, 2019 | Mar. 31, 2019 |
Note 7_ Related Party Transac_2
Note 7: Related Party Transactions and Amounts Due to Related Parties (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Amounts due to related parties | $ 499,338 | $ 549,132 | |
Consulting fees | 8,675 | $ 6,181 | |
Due to related party | 541,927 | 549,132 | |
Amount owed to former officers eliminated | 51,075 | ||
Two former directors and a current director | |||
Due to related party | 136,100 | 136,100 | |
Former Chief Executive Officer [Member] | |||
Due to related party | 268,874 | 268,029 | |
Former Chief Financial Officer [Member] | |||
Amount owed for services renderd | 58,870 | 58,870 | |
Former Chief Executive Officer and Former Director [Member] | |||
Due to related party | 156,631 | ||
Loans payable to third party | 130,321 | 131,000 | |
Former Chief Executive Officer and Former Director (2) [Member] | |||
Due to related party | 53,357 | ||
Unpaid Loans | 100,000 | ||
Loans payable to third party | 83,357 | ||
Former other officer [Member] | |||
Amount owed for services renderd | 32,831 | 86,133 | |
Director [Member] | |||
Amount owed for services renderd | 60,000 | 60,000 | |
Two former director [Member] | |||
Amount owed for services renderd | $ 76,100 | $ 76,100 |
Note 8_ Convertible Loan (Detai
Note 8: Convertible Loan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 12, 2018 | Dec. 31, 2017 | May 17, 2016 | |
Convertible Note | $ 50,000 | $ 50,000 | $ 50,000 | ||||
Inerest expenses | 12,771 | $ 17,056 | 38,555 | $ 50,526 | |||
CaiE Food Partnership Ltd | |||||||
Amortization of debt discount | 4,167 | 12,501 | |||||
Convertible Note | $ 50,000 | ||||||
Common stock, per share price | $ 0.20 | $ 0.20 | |||||
Convertible Note, Interest | 10.00% | 10.00% | |||||
Inerest expenses | $ 1,250 | $ 1,250 | $ 3,750 | $ 3,750 |
Note 9_ Sale of subsidiaries (D
Note 9: Sale of subsidiaries (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 24, 2018 | |
Notes to Financial Statements | |||||
Purchase price of subsidiaries | $ 23,206 | ||||
Debts assumed by Nazleal | $ 1,822,152 | $ 1,822,152 | |||
Amount written off | 1,731,077 | 1,731,077 | |||
Accounts payable, written off | 40,000 | 40,000 | |||
Due to related parties, written off | 51,075 | 51,075 | |||
Amount eliminated on completion of the sale | 91,075 | 91,075 | |||
Gain on sale of subsidiaries | $ 114,237 | 114,237 | |||
Cash disposed on sale of subsidiaries | $ (44) |
Note 10_ Subsequent Events (Det
Note 10: Subsequent Events (Details Narrative) - CaiE Food Partnership Ltd - USD ($) | Oct. 12, 2018 | Sep. 30, 2018 | May 17, 2016 |
Convertible promissory note | $ 57,800 | ||
Maturity date | Oct. 11, 2019 | Mar. 31, 2019 | |
Loans received prior | $ 37,800 | ||
Additional loan | $ 20,000 | ||
Interest | 10.00% | 10.00% | |
Convertible price per share | $ 0.20 | $ 0.20 |