Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 17, 2019 | |
Document and Entity Information: | ||
Entity Registrant Name | ARVANA INC | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Trading Symbol | avni | |
Amendment Flag | false | |
Entity Central Index Key | 0001113313 | |
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 | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 997 | $ 815 |
Total assets | 997 | 815 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,031,541 | 1,012,714 |
Convertible loans (net of discount of $30,609 and $45,059, respectively (Note 8) | 77,191 | 62,741 |
Loans payable to stockholders (Note 3) | 579,795 | 583,593 |
Loans payable to related party (Note 3) | 129,653 | 129,231 |
Loans payable (Note 3) | 53,083 | 47,330 |
Amounts due to related parties (Note 7) | 494,569 | 491,171 |
Total current liabilities | 2,365,832 | 2,326,780 |
Stockholders' deficiency | ||
Common stock, $0.001 par value 5,000,000 authorized, 1,034,030 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 1,034 | 1,034 |
Additional paid-in capital | 21,283,517 | 21,283,517 |
Deficit | (23,646,050) | (23,607,180) |
Total Stockholders Deficit Before Treasury Stock | (2,361,499) | (2,322,629) |
Less: Treasury stock - 2,085 common shares at March 31, 2019 and December 31, 2018, respectively | (3,336) | (3,336) |
Total stockholders' deficiency | (2,364,835) | (2,325,965) |
Total liabilities and stockholders' deficit | $ 997 | $ 815 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible loan, net of discount | $ 30,609 | $ 45,059 |
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 Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses | ||
General and administrative | $ 2,606 | $ 3,541 |
Professional fees | 4,719 | 3,538 |
Total operating expenses | 7,325 | 7,079 |
Loss from operations | (7,325) | (7,079) |
Interest expense | (29,773) | (13,013) |
Foreign exchange gain (loss) | (1,772) | 4,182 |
Net loss and comprehensive loss | $ (38,870) | $ (15,910) |
Per common share information - basic and diluted: | ||
Weighted average shares outstanding | 1,034,030 | 1,034,030 |
Net loss per common share - basic and diluted | $ (0.04) | $ (0.02) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (38,870) | $ (15,910) | |
Item not involving cash: | |||
Amortization of discount on convertible loan | 14,450 | ||
Interest expense | 29,773 | 13,013 | |
Unrealized foreign exchange | 1,772 | 12,264 | |
Changes in non-cash working capital: | |||
Accounts payable and accrued liabilities | 2,306 | 13,334 | |
Amounts due to related parties | (399) | (10,709) | |
Net cash used in operations | (5,418) | (1,021) | |
Cash flows from investing activities | |||
Net cash used in investing activities | |||
Cash flows from financing activities | |||
Proceeds of loans payable | 5,600 | ||
Net cash provided by financing activities | 5,600 | ||
Change in cash | 182 | (1,021) | |
Cash, beginning of period | 815 | 4,730 | $ 4,730 |
Cash, end of period | 997 | 3,708 | $ 815 |
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 | 3 Months Ended |
Mar. 31, 2019 | |
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. On March 17, 2016, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with CaiE Food Partnership Ltd. (“CaiE”) for the purpose of acquiring CaiE as a wholly-owned subsidiary. CaiE is in the business of manufacturing and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada. In the event that the Company does not complete the acquisition of CaiE, its intention will be to identify and evaluate alternative business opportunities that might be a good match for the Company. 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 three-month period ended March 31, 2019, the Company recognized a net loss of $38,870 as a result of general administrative expenses, professional fees, interest expenses and foreign exchange. At March 31, 2019, the Company had a working capital deficiency of $2,364,835. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 2: Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a) Basis of presentation The Company is in the process of evaluating CaiE Food Partnership Ltd. (“CaiE”) as a business opportunity and has minimal operating expensess. The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the three months ended March 31, 2019 and 2018, 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. 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, 2018, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2019. Results are not necessarily indicative of those which may be achieved in future periods. b) 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 unrecognized deductible temporary tax differences. c) Financial instruments The 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 March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 997 $ 997 $ 815 $ 815 Accounts payable and accrued liabilities 1,031,541 1,031,541 1,012,714 1,012,714 Convertible loan 77,191 77,191 62,741 62,741 Loans payable to stockholders 579,795 579,795 583,593 583,593 Loans payable to related party 129,653 129,653 129,231 129,231 Loans payable 53,083 53,083 47,330 47,330 Amounts due to related parties 494,569 494,569 491,171 491,171 The following table presents information about the assets that are measured at fair value on a recurring basis as of March 31, 2019, 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 included situations where there is little, if any, market activity for the asset: March 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 997 $ 997 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. d) Recent accounting pronouncements New and amended standards adopted by the Company The following new and amended standards were adopted by the Company for the first time in this reporting period. 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 became effective for the Company beginning January 1, 2019. The adoption of this standard did not have a material impact on the Company’s 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 adoption of this standard did not have a material impact on the Company’s 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 adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. 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 condensed interim financial statements: 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 results of operations, financial condition, cash flows, and financial statement disclosures. In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13 which changes the fair value measurement disclosure requirements of ASC 820. The amendments in this ASU are the result of a broader disclosure project known as FASB Concepts Statement, Conceptual Framework for Financial Reporting – Chapter 8: Notes to Financial Statements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its results of operations, financial condition, cash flows, and financial statement disclosures. |
Note 3_ Loans Payable
Note 3: Loans Payable | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 3: Loans Payable | 3. Loans Payable As of March 31, 2019, the Company had received loans of $579,795 (€225,000; CAD$ 72,300; $273,107) (December 31, 2018 - $583,593: €225,000; CAD$ 72,300; $273,107) from stockholders; loans of $129,653 (CAD$ 27,600; $109,000) (December 31, 2018 – $129,231: CAD$ 27,600; $109,000) from a related party and loans of $53,083 (CAD$ 10,000; $45,600) (December 31, 2018 – $47,330: CAD$ 10,000; $40,000) from unrelated third parties. All of the loans bear interest at 6% per annum except for $27,800 in loans to unrelated third-parties which bear 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 $477,556 and $470,192 is included in accounts payable and accrued expenses at March 31, 2019 and December 31, 2018, respectively. Interest expense recognized on these loans was $12,628 for the three months ended March 31, 2019, compared to $13,013 for the three months ended March 31, 2018, respectively. |
Note 4_ Stock Options
Note 4: Stock Options | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 4: Stock Options | 4. Stock Options At March 31, 2019 and December 31, 2018, there were no stock options outstanding. No options were granted, exercised or expired during the period ended March 31, 2019 and during the year ended December 31, 2018. |
Note 5_ Common Stock
Note 5: Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 5: Common Stock | 5. Common stock During the three months ended March 31, 2019 and year ended December 31, 2018, the Company had issued nil shares, respectively. |
Note 6_ Segmented Information
Note 6: Segmented Information | 3 Months Ended |
Mar. 31, 2019 | |
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 | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 7: Related Party Transactions | 7. Related Party Transactions and Amounts Due to Related Parties At March 31, 2019, and December 31, 2018, the Company had amounts due to related parties of $494,569 and $491,171, respectively. This amount includes $136,100 at March 31, 2019 and December 31, 2018, 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 $2,819 (2018 - $1,238) paid to a company controlled by our chief executive officer during the three months ended March 31, 2019. 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 March 31, 2019, our former chief executive officer was owed $267,796 and $262,705 as of December 31, 2018 which are unsecured non-interest bearing amounts due on demand. Our former chief financial officer and former director had entered into a consulting agreement on a month to month basis that provides 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 March 31, 2019 and December 31, 2018, 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 $151,725 (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 $129,653 for unsecured amounts bearing 6% interest due on demand loaned to the Company as of March 31, 2019, compared to $129,231 as of December 31, 2018. Total interest expense of $72,836 (December 31, 2018 - $70,711) is included in accounts payable and accrued liabilities as at March 31, 2019. 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 $31,803 for their prior services rendered as officers as at March 31, 2019, compared to $31,153 as of December 31, 2018. |
Note 8_ Convertible Loan
Note 8: Convertible Loan | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note: 8. Convertible Loan | 8. Convertible Loans On May 18, 2016, the Company issued a convertible promissory note (“Convertible Note”) pursuant to which the Company received $50,000 from CaiE due on November 17, 2017. 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 March 31, 2019 and 2018, $nil and $nil of the discount was amortized as interest expense, respectively. Interest expense recognized on this loan was $1,250 for the period ended March 31, 2019, compared to $1,250 for the period ended March 31, 2018. As at March 31, 2019 and December 31, 2018, 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 additional amending agreement to further extend the maturity date of the Convertible Note to March 31, 2019. All other terms remained unchanged. On October 12, 2018, the Company issued an additional convertible note with CaiE pursuant to which the Company received $27,800 during the year ended December 31, 2017 and $30,000 during the year ended December 31, 2018. The $57,800 convertible note is due on October 11, 2019 and 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 period ended March 31, 2019 and 2018, $14,450 and $nil of the discount was amortized as interest expense, respectively. Interest expense recognized on this loan was $1,445 for the period ended March 31, 2019, compared to $nil for the period ended March 31, 2018. As at March 31, 2019 and December 31, 2018, the balance of the convertible note was $57,800. |
Note 9_ Subsequent Events
Note 9: Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 9: Subsequent Events | 9. Subsequent Events The Company evaluated its March 31, 2019 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 the financial statements except as provided below: On April 12, 2019, the Company received an additional loan from CaiE in the amount of $3,000 with terms and conditions of this loan to be finalized at a later date. |
Note 2_ Summary of Significan_2
Note 2: Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policy Text Block [Abstract] | |
Basis of presentation | a) Basis of presentation The Company is in the process of evaluating CaiE Food Partnership Ltd. (“CaiE”) as a business opportunity and has minimal operating expensess. The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the three months ended March 31, 2019 and 2018, 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. 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, 2018, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2019. Results are not necessarily indicative of those which may be achieved in future periods. |
Estimates | b) 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 unrecognized deductible temporary tax differences. |
Financial instruments | c) Financial instruments The 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 March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 997 $ 997 $ 815 $ 815 Accounts payable and accrued liabilities 1,031,541 1,031,541 1,012,714 1,012,714 Convertible loan 77,191 77,191 62,741 62,741 Loans payable to stockholders 579,795 579,795 583,593 583,593 Loans payable to related party 129,653 129,653 129,231 129,231 Loans payable 53,083 53,083 47,330 47,330 Amounts due to related parties 494,569 494,569 491,171 491,171 The following table presents information about the assets that are measured at fair value on a recurring basis as of March 31, 2019, 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 included situations where there is little, if any, market activity for the asset: March 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 997 $ 997 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. |
Recent accounting pronouncements | d) Recent accounting pronouncements New and amended standards adopted by the Company The following new and amended standards were adopted by the Company for the first time in this reporting period. 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 became effective for the Company beginning January 1, 2019. The adoption of this standard did not have a material impact on the Company’s 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 adoption of this standard did not have a material impact on the Company’s 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 adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. 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 condensed interim financial statements: 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 results of operations, financial condition, cash flows, and financial statement disclosures. In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13 which changes the fair value measurement disclosure requirements of ASC 820. The amendments in this ASU are the result of a broader disclosure project known as FASB Concepts Statement, Conceptual Framework for Financial Reporting – Chapter 8: Notes to Financial Statements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its results of operations, financial condition, cash flows, and financial statement disclosures. |
Note 2_ Summary of Significan_3
Note 2: Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Estimated fair values | March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 997 $ 997 $ 815 $ 815 Accounts payable and accrued liabilities 1,031,541 1,031,541 1,012,714 1,012,714 Convertible loan 77,191 77,191 62,741 62,741 Loans payable to stockholders 579,795 579,795 583,593 583,593 Loans payable to related party 129,653 129,653 129,231 129,231 Loans payable 53,083 53,083 47,330 47,330 Amounts due to related parties 494,569 494,569 491,171 491,171 |
Fair Value, Assets Measured on Recurring Basis | March 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 997 $ 997 $ — $ — |
Note 7_ Income Taxes (Tables)
Note 7: Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax benefits | 2018 2017 Income (loss) for the year before income taxes $ 93,510 $ (224,914 ) Computed expected tax expense (benefit) $ 23,294 $ (76,471 ) Non-deductible expenses (21,198 ) 40,926 Change in tax rates — 319,734 True up of prior-year provision to statutory tax returns — 530,084 Change in valuation allowance — (814,273 ) Income tax expense $ 2,096 $ — |
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 | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |||
Net loss | $ (38,870) | $ (15,910) | |
Working capital deficiency | $ (2,364,835) | $ (2,325,965) |
Note 2_ Summary of Significan_4
Note 2: Summary of Significant Accounting Policies - Estimated Fair Value (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Cash | $ 997 | $ 815 |
Accounts payable and accrued liabilities | 1,031,541 | 1,012,714 |
Convertible loan | 77,191 | 62,741 |
Amount due to related parties | 549,132 | 541,927 |
Carrying Amount | ||
Cash | 997 | 815 |
Accounts payable and accrued liabilities | 1,031,541 | 1,012,714 |
Convertible loan | 77,191 | 62,741 |
Loans payable to stockholders | 579,795 | 583,593 |
Loans payable to related party | 129,653 | 129,231 |
Loans payable | 53,083 | 47,330 |
Amount due to related parties | 494,569 | 491,171 |
Fair Value | ||
Cash | 997 | 815 |
Accounts payable and accrued liabilities | 1,031,541 | 1,012,714 |
Convertible loan | 77,191 | 62,741 |
Loans payable to stockholders | 579,795 | 583,593 |
Loans payable to related party | 129,653 | 129,231 |
Loans payable | 53,083 | 47,330 |
Amount due to related parties | $ 494,569 | $ 491,171 |
Note 2_ Summary of Significan_5
Note 2: Summary of Significant Accounting Policies - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Cash | $ 997 | $ 815 |
Quoted Prices in Active Markets, Level 1 [Member] | ||
Cash | 997 | |
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 ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |||
Loans received from stockholders | $ 579,795 | $ 583,593 | |
Loans received from related parties | 129,653 | 129,231 | |
Loans received from unrelated third parties | $ 53,083 | 47,330 | |
Interst rate | 6.00% | 6.00% | |
Accrued interest | $ 477,556 | $ 470,192 | |
Inerest expenses | $ 29,773 | $ 13,013 |
Note 5_ Common Stock (Details N
Note 5: Common Stock (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Shares issued during the period |
Note 7_ Related Party Transac_2
Note 7: Related Party Transactions and Amounts Due to Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Amounts due to related parties | $ 494,569 | $ 491,171 | |
Consulting fees | 2,819 | $ 1,238 | |
Due to related party | 549,132 | 541,927 | |
Unpaid Loans | 151,725 | ||
Interest expense | 29,773 | $ 13,013 | |
Two former directors and a current director | |||
Due to related party | 136,100 | 136,100 | |
Former Chief Executive Officer [Member] | |||
Due to related party | 267,796 | 262,705 | |
Former Chief Financial Officer [Member] | |||
Amount owed for services renderd | 58,870 | 58,870 | |
Unrelated Third Party | |||
Unpaid Loans | 53,357 | ||
Loans payable to third party | 100,000 | ||
Former Chief Executive Officer and Former Director [Member] | |||
Loans payable to third party | 129,653 | 129,231 | |
Interest expense | 72,836 | 70,711 | |
Former other officer [Member] | |||
Amount owed for services renderd | 31,803 | $ 31,153 | |
Third Party | |||
Unpaid Loans | 100,000 | ||
Unpaid amounts | $ 83,357 |
Note 8_ Convertible Loan (Detai
Note 8: Convertible Loan (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 12, 2018 | May 17, 2016 | |
Amortization of debt discount | $ 14,450 | |||||
Convertible Note | 77,191 | $ 62,741 | ||||
Inerest expenses | 29,773 | 13,013 | ||||
CaiE Food Partnership Ltd | ||||||
Amortization of debt discount | ||||||
Convertible Note | $ 27,800 | $ 50,000 | ||||
Common stock, per share price | $ 0.20 | $ 0.20 | ||||
Convertible Note, Interest | 10.00% | |||||
Inerest expenses | 1,250 | 1,250 | ||||
CaiE Food Partnership Ltd (2) | ||||||
Amortization of debt discount | 12,741 | |||||
Convertible Note | 57,800 | 57,800 | ||||
Cash received on issue of convertible note | 30,000 | 27,800 | ||||
Inerest expenses | $ 14,450 | $ 1,420 |
Note 9_ Subsequent Events (Deta
Note 9: Subsequent Events (Details Narrative) | Apr. 12, 2019USD ($) |
CaiE Food Partnership Ltd | |
Loan received | $ 3,000 |