Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 20, 2018 | Jun. 30, 2017 | |
Details | |||
Registrant Name | GBS Enterprises Inc | ||
Registrant CIK | 1,413,754 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2017 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | gbsx | ||
Tax Identification Number (TIN) | 825,464,863 | ||
Number of common stock shares outstanding | 31,929,291 | 31,929,291 | |
Public Float | $ 1,276,171 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Emerging Growth Company | true | ||
Ex Transition Period | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Document Description | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
Contained File Information, File Number | 000-53223 | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 2295 Towne Lake Parkway | ||
Entity Address, Address Line Two | Suite 116-290 | ||
Entity Address, City or Town | Woodstock | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30,189 | ||
City Area Code | 732 | ||
Local Phone Number | 723-7395 | ||
Entity Listing, Par Value Per Share | $ 0.001 | ||
Share Price | $ 0.04 |
Balance Sheets (quarters unaudi
Balance Sheets (quarters unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Current Assets: | ||||||||||||
Cash | $ 29,426 | $ 51,608 | $ 42,289 | $ 26,502 | $ 3,165 | $ 11,883 | $ 14,369 | $ 874 | $ 860 | $ 719,454 | ||
Accounts Receivable | 0 | 292,999 | 282,914 | 319,025 | 16,000 | 17,023 | 17,023 | 366,761 | 271,708 | |||
Assets Held for Sale - Note 8 | [1] | 119,786 | 130,766 | 0 | 0 | 0 | 0 | 4,093,983 | ||||
Due from Related Parties - Note 5 | [2] | 0 | 304,953 | 3,913,166 | 5,234,274 | 7,386,376 | 9,793,599 | |||||
Notes Receivable - Third Party | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 212,500 | 0 | |||
Loans Receivable - Third Party | 5,553 | 0 | 0 | 0 | 0 | 0 | 928,659 | 0 | 0 | 0 | ||
Prepaid Expenses | 16,667 | 26,668 | 36,667 | 0 | 0 | 27,680 | 500 | 3,416 | 139,033 | 108,134 | ||
Total Current Assets | 171,432 | 209,042 | 371,955 | 309,417 | 322,189 | 360,516 | 4,873,717 | 5,255,587 | 8,105,529 | 14,986,878 | ||
Long Term Assets: | ||||||||||||
Assets Held for Sale - Note 8 | [1] | 2,610,440 | 2,610,440 | 0 | 0 | 0 | 0 | 0 | ||||
Intangibles | 0 | 0 | 0 | 0 | 0 | 835,205 | 1,065,205 | 515,205 | 0 | |||
Investment in Subsidiaries | 0 | 2,683,907 | 2,683,907 | 2,683,907 | 2,683,907 | 2,204,110 | 8,547,419 | 15,497,064 | 14,908,034 | |||
Total Long Term Assets | 2,610,440 | 2,610,440 | 2,683,907 | 2,683,907 | 2,683,907 | 2,683,907 | 3,039,316 | 9,612,625 | 16,012,270 | 14,908,034 | ||
TOTAL ASSETS | 2,781,872 | 2,819,482 | 3,055,861 | 2,993,324 | 3,006,096 | 3,044,423 | 7,913,032 | 14,868,212 | 24,117,799 | 29,894,912 | ||
Current Liabilities: | ||||||||||||
Accounts Payable | 34,585 | 24,223 | 76,495 | 87,067 | 114,784 | 203,889 | 416,038 | 415,686 | 453,858 | 491,010 | ||
Due to Related Parties - Note 5 | [2] | 0 | 87,216 | 2,791,903 | 1,753,307 | 255,310 | 1,104,703 | |||||
Liabilities Held for Sale - Note 8 | [1] | 628,447 | 628,447 | 0 | 0 | 0 | 0 | 0 | ||||
Other Liabilities, Current | [1] | 178,105 | 144,575 | 137,123 | ||||||||
Loans/Notes Payable - Third Party | 0 | (2,396) | (2,396) | (2,396) | 0 | 346,531 | 0 | 0 | 1,277,408 | |||
Loans/Notes Payable - Related Party - Note 5 | [2] | 0 | 0 | 732,530 | 25,189 | 585,772 | 2,427,986 | |||||
Total Current Liabilities | 663,032 | 652,670 | 252,204 | 229,246 | 249,511 | 291,105 | 4,287,003 | 2,194,182 | 1,294,940 | 5,301,107 | ||
Long Term Liabilities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
TOTAL LIABILITIES | 663,032 | 652,670 | 252,204 | 229,246 | 249,511 | 291,105 | 4,287,003 | 2,194,182 | 1,294,940 | 5,301,107 | ||
STOCKHOLERS' EQUITY | ||||||||||||
Common Stock, Value | [3] | 31,930 | 31,930 | 31,930 | 31,930 | 31,930 | 31,930 | 31,930 | 31,930 | 31,213 | 29,462 | |
Donated Capital | 41,422 | 41,422 | 41,422 | 41,422 | 41,422 | 41,422 | 41,422 | 41,422 | 41,422 | 41,422 | ||
Paid-in or capital surplus | 29,762,899 | 29,762,899 | 29,762,899 | 29,762,899 | 29,762,899 | 29,762,899 | 29,762,899 | 29,762,899 | 29,676,616 | 29,019,329 | ||
Retained Earnings | (27,653,440) | (27,082,933) | (27,082,933) | (27,082,933) | (27,082,933) | (26,210,221) | (17,162,222) | (6,926,392) | (4,496,408) | (1,949,544) | ||
Treasury Stock | (16,000) | (16,000) | (16,000) | (16,000) | (16,000) | 0 | 0 | 0 | 0 | 0 | ||
Net Income | (47,972) | (570,506) | 66,340 | 26,760 | 19,267 | (872,712) | (9,047,999) | (10,235,830) | (2,429,984) | (2,546,864) | ||
Total Equity | 2,118,840 | 2,166,812 | 2,803,657 | 2,764,078 | 2,756,585 | 2,753,318 | 3,626,030 | 12,674,030 | 22,822,859 | 24,593,805 | ||
TOTAL LIABILITIES AND EQUITY | $ 2,781,872 | $ 2,819,482 | $ 3,055,861 | $ 2,993,324 | $ 3,006,096 | $ 3,044,423 | $ 7,913,032 | $ 14,868,212 | $ 24,117,799 | $ 29,894,912 | ||
[1] | Note 8 | |||||||||||
[2] | Note 5 | |||||||||||
[3] | Note 6 |
Balance Sheets (quarters unaud3
Balance Sheets (quarters unaudited) - Parenthetical - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ||||||
Common Stock, Shares Authorized | 75,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 25,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Common Stock, Shares, Issued | 31,929,291 | 31,929,291 | 31,929,291 | 31,929,291 | 31,212,614 | 29,461,664 |
Common Stock, Shares, Outstanding | 31,929,291 | 31,929,291 | 31,929,291 | 31,929,291 | 31,212,614 | 29,461,664 |
Statements of Operations (3, 6
Statements of Operations (3, 6 and 9-month periods unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||||||||||||||||
Total Revenue | $ 5,553 | $ 41,172 | $ 1,375 | $ 29,418 | $ 85,187 | $ 124,403 | $ 83,360 | $ 30,793 | $ 207,763 | $ 71,964 | $ 292,951 | $ 101,175 | $ 291,135 | $ 407,708 | $ 0 | $ 0 | $ 45,000 |
Total Cost of Goods Sold | 0 | 22,082 | 1,703 | 11,114 | 128,697 | 119,004 | 107,845 | 12,817 | 226,848 | 34,899 | 355,545 | 86,907 | 208,392 | 230,348 | 0 | 0 | 0 |
Gross Profit | 5,553 | 19,089 | (328) | 18,304 | (43,509) | 5,400 | (24,484) | 17,976 | (19,085) | 37,065 | (62,594) | 14,267 | 82,743 | 177,359 | 0 | 0 | 45,000 |
Expenses: | |||||||||||||||||
Operating Expenses | 29,270 | 3,639 | 7,713 | 3,000 | 21,628 | 5,897 | 13,671 | 10,713 | 19,568 | 14,352 | 41,196 | 91,025 | 242,978 | 459,209 | 648,573 | 989,427 | 538,354 |
Administrative Expenses | 21,463 | 3,795 | 1,008 | 27,813 | 3,865 | (158) | 1,839 | 28,821 | 1,681 | 32,615 | 5,545 | 0 | 0 | 0 | 14,857 | 166,705 | 93,354 |
General Expenses | 48,154 | 21,583 | 908,845 | 562,927 | 1,031,229 | 2,258,882 | |||||||||||
Total Expenses | 50,732 | 7,434 | 8,721 | 30,812 | 25,492 | 5,740 | 15,509 | 39,534 | 21,249 | 46,968 | 46,741 | 139,179 | 264,561 | 1,368,054 | 1,226,356 | 2,187,360 | 2,890,590 |
Net Operating Income (Loss) | (45,179) | 11,655 | (9,049) | (12,509) | (69,002) | (340) | (39,994) | (21,557) | (40,334) | (9,902) | (109,335) | (124,912) | (181,818) | (1,190,695) | (1,226,356) | (2,187,360) | (2,845,590) |
Total Other Income | 0 | 27,924 | 17,426 | 34,688 | 77,794 | 0 | 0 | 43,089 | 0 | 68,421 | 77,794 | 68,421 | 376,588 | 583,352 | 484,316 | 441,385 | 507,883 |
Total Other Expenses | 2,792 | 0 | 884 | 2,912 | 24,789 | 24,640 | 25,744 | (5,229) | 50,384 | (7,821) | 75,173 | 514,016 | 1,067,482 | 8,440,656 | 9,493,790 | 684,008 | 209,157 |
Net Other Income (Expense) | (2,792) | 27,924 | 16,542 | 31,776 | 53,005 | (24,640) | (25,744) | 48,317 | (50,384) | 76,242 | 2,621 | (445,595) | (690,894) | (7,857,304) | (9,009,474) | (242,623) | 298,726 |
Net Income (Loss) attributable to shareholders | $ (47,972) | $ 39,580 | $ 7,493 | $ 19,267 | $ (15,996) | $ (24,980) | $ (65,737) | $ 26,760 | $ (90,718) | $ 66,340 | $ (106,714) | $ (570,506) | $ (872,712) | $ (9,047,999) | $ (10,235,831) | $ (2,429,984) | $ (2,546,864) |
Net earnings (loss) per share, basic and diluted | $ (0.018) | $ (0.027) | $ (0.283) | $ (0.323) | $ (0.080) | $ (0.089) | |||||||||||
Weighted average number of common stock outstanding, basic and diluted | 31,929,291 | 31,929,291 | 31,929,291 | 31,685,626 | 30,539,301 | 28,760,949 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Donated Capital | Treasury Stock | Retained Earnings | Total |
Equity Balance, Starting at Dec. 31, 2011 | $ 27,307 | $ 26,774,452 | $ 41,422 | $ 0 | $ (1,949,544) | $ 24,893,637 |
Shares Outstanding, Starting at Dec. 31, 2011 | 27,306,664 | |||||
March 27, 2012, warrants exercised at $1.50 /sh | $ 5 | 7,495 | 0 | 0 | 0 | 7,500 |
March 27, 2012, warrants exercised at $1.50 /sh, shares | 5,000 | |||||
March 27, 2012, warrants exercised at $.50 /sh | $ 400 | 199,600 | 0 | 0 | 0 | 200,000 |
March 27, 2012, warrants exercised at $.50 /sh | 400,000 | |||||
March 30, 2012, warrants exercised at $.50 /sh | $ 500 | 249,500 | 0 | 0 | 0 | 250,000 |
March 30, 2012, warrants exercised at $.50 /sh | 500,000 | |||||
March 31, 2012, warrants issued for services | $ 0 | 270,208 | 0 | 0 | 0 | 270,208 |
March 31, 2012, warrants issued for services | 0 | |||||
April 16, 2012, issued on sale of units at $1.50 /unit | $ 120 | 179,880 | 0 | 0 | 0 | 180,000 |
April 16, 2012, issued on sale of units at $1.50 /unit | 120,000 | |||||
April 28, 2012, issued on conversion of note into shares at $1.15 /sh | $ 550 | 631,950 | 0 | 0 | 0 | 632,500 |
April 28, 2012, issued on conversion of note into shares at $1.15 /sh | 550,000 | |||||
April 30, 2012, issued on conversion of note into shares at $1.15 /sh | $ 400 | 459,600 | 0 | 0 | 0 | 460,000 |
April 30, 2012, issued on conversion of note into shares at $1.15 /sh | 400,000 | |||||
April 30, 2012, issued on conversion of note and debt into shares at $1.15 /sh | $ 150 | 172,350 | 0 | 0 | 0 | 172,500 |
April 30, 2012, issued on conversion of note and debt into shares at $1.15 /sh, shares | 150,000 | |||||
May 15, 2012, issued on sale of units at $1.50 /unit | $ 30 | 44,970 | 0 | 0 | 0 | 45,000 |
May 15, 2012, issued on sale of units at $1.50 /unit | 30,000 | |||||
July 5, 2012, fair value of conversion on issuance of convertible debt | $ 0 | 26,700 | 0 | 0 | 0 | 26,700 |
July 5, 2012, fair value of conversion on issuance of convertible debt | 0 | |||||
December 21, 2012, warrants issued for services | $ 0 | 2,624 | 0 | 0 | 0 | 2,624 |
December 21, 2012, warrants issued for services | 0 | |||||
Net Income (Loss) | $ 0 | 0 | 0 | 0 | (2,546,864) | (2,546,864) |
Shares Outstanding, Ending at Dec. 31, 2012 | 29,461,664 | |||||
Equity Balance, Ending at Dec. 31, 2012 | $ 29,462 | 29,019,329 | 41,422 | 0 | (4,496,408) | 24,593,805 |
February 12, 2013, warrants exercised at $ .20/sh | $ 500 | 99,500 | 0 | 0 | 0 | 100,000 |
February 12, 2013, warrants exercised at $ .20/sh, shares | 500,000 | |||||
March 20, 2013, issued on debt conversion at $ .30/sh | $ 651 | 194,637 | 0 | 0 | 0 | 195,288 |
March 20, 2013, issued on debt conversion at $ .30/sh, shares | 650,960 | |||||
March 27, 2013, shares issued for services | $ 200 | 69,800 | 0 | 0 | 0 | 70,000 |
March 27, 2013, shares issued for services, shares | 200,000 | |||||
August 6, 2013, shares issued for services at $.16/sh | $ 25 | 3,975 | 0 | 0 | 0 | 4,000 |
August 6, 2013, shares issued for services at $.16/sh, shares | 25,000 | |||||
November 1, 2013 warrants exercised at $35/sh | $ 100 | 34,900 | 0 | 0 | 0 | 35,000 |
November 1, 2013 warrants exercised at $35/sh, shares | 100,000 | |||||
November 5, 2013 shares issued for services at $.19/sh | $ 25 | 4,725 | 0 | 0 | 0 | 4,750 |
November 5, 2013 shares issued for services at $.19/sh, shares | 25,000 | |||||
November 26, 2013, warrants exercised at $.20 /sh | $ 250 | 49,750 | 0 | 0 | 0 | 50,000 |
November 26, 2013, warrants exercised at $.20 /sh, shares | 250,000 | |||||
November 30, 2013, warrants issued for services | $ 0 | 200,000 | 0 | 0 | 0 | 200,000 |
November 30, 2013, warrants issued for services, shares | 0 | |||||
Net Income (Loss) | $ 0 | 0 | 0 | 0 | (2,429,984) | (2,429,984) |
Shares Outstanding, Ending at Dec. 31, 2013 | 31,212,624 | |||||
Equity Balance, Ending at Dec. 31, 2013 | $ 31,213 | 29,676,616 | 41,422 | 0 | (6,926,392) | 22,822,859 |
January 31, 2014, shares issued for services | $ 25 | 3,725 | 0 | 0 | 0 | 3,750 |
January 31, 2014, shares issued for services, shares | 25,000 | |||||
March 19, 2014, shares issued for Director services | $ 667 | 79,333 | 0 | 0 | 0 | 80,000 |
March 19, 2014, shares issued for Director services, shares | 666,667 | |||||
July 17, 2014, shares issued for services | $ 25 | 3,225 | 0 | 0 | 0 | 3,250 |
July 17, 2014, shares issued for services, shares | 25,000 | |||||
Net Income (Loss) | $ 0 | 0 | 0 | 0 | (10,235,831) | (10,235,831) |
Shares Outstanding, Ending at Dec. 31, 2014 | 31,929,291 | |||||
Equity Balance, Ending at Dec. 31, 2014 | $ 31,930 | 29,762,899 | 41,422 | 0 | (17,162,222) | 12,674,029 |
Net Income (Loss) | $ 0 | 0 | 0 | 0 | (9,047,999) | (9,047,999) |
Shares Outstanding, Ending at Dec. 31, 2015 | 31,929,291 | |||||
Equity Balance, Ending at Dec. 31, 2015 | $ 31,930 | 29,762,899 | 41,422 | 0 | (26,210,221) | 3,626,030 |
Net Income (Loss) | $ 0 | 0 | 0 | 0 | (872,712) | (872,712) |
Shares Outstanding, Ending at Dec. 31, 2016 | 31,929,291 | |||||
Equity Balance, Ending at Dec. 31, 2016 | $ 31,930 | 29,762,899 | 41,422 | 0 | (27,082,933) | 2,753,318 |
Delivery of GBSX shares for purchase of GBS India at $.04/sh | $ 0 | 0 | 0 | (16,000) | 0 | (16,000) |
Delivery of GBSX shares for purchase of GBS India at $.04/sh, shares | 0 | |||||
Net Income (Loss) | $ 0 | 0 | 0 | 0 | (570,506) | (570,506) |
Shares Outstanding, Ending at Dec. 31, 2017 | 31,929,291 | |||||
Equity Balance, Ending at Dec. 31, 2017 | $ 31,930 | $ 29,762,899 | $ 41,422 | $ (16,000) | $ (27,653,439) | $ 2,166,812 |
Statements of Cash Flows (3, 6
Statements of Cash Flows (3, 6 and 9-month periods unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flow from Operating Activities: | |||||||||||||
Net Loss | $ (47,972) | $ 19,267 | $ (65,737) | $ 26,760 | $ (90,718) | $ 66,340 | $ (106,714) | $ (570,506) | $ (872,712) | $ (9,047,999) | $ (10,235,831) | $ (2,429,984) | $ (2,546,864) |
Adjustments to reconcile Net Income to Net Cash provided by operations: | |||||||||||||
Amortization Expense | 0 | 0 | 230,000 | 100,000 | 34,795 | 0 | |||||||
Bad Debt Expense | 0 | 0 | 2,182,525 | 2,182,525 | 0 | 0 | |||||||
Common Stock issued for service | 0 | 0 | 0 | 87,000 | 278,750 | 0 | |||||||
Loan Discount Amortization | 0 | 0 | 0 | 138,367 | 226,133 | 0 | |||||||
Loss on Sale of Subsidiary | 0 | 430,234 | 329,409 | 0 | 250,000 | 0 | |||||||
Unrealized Loss on Investment | 73,467 | 466,658 | 2,442,671 | 2,431,384 | 0 | 0 | |||||||
Warrants issued for service | 0 | 0 | 0 | 0 | 0 | 272,832 | |||||||
Write Down on Investment | 0 | 215,205 | 3,703,494 | 4,245,935 | 0 | 0 | |||||||
Changes in assets and liabilities | |||||||||||||
Assets held for Sale | 0 | (304,953) | 0 | 0 | 3,843,983 | (27,983) | |||||||
Accounts receivable | 0 | 1,929 | 0 | 38,039 | 0 | 27,954 | (505,904) | 0 | (16,000) | 0 | 349,739 | (95,054) | (271,708) |
Prepaid Expenses | 10,000 | 27,680 | 0 | 27,680 | 0 | (8,987) | (38,060) | 1,012 | (27,180) | 2,916 | (2,750) | (30,899) | (101,578) |
Notes/Loans Receivable | 5,427 | 0 | 6,237 | 0 | 16,360 | 0 | 17,862 | 0 | 928,659 | (928,659) | 212,500 | (212,500) | 0 |
Related Party Transactions | 715,418 | 475,949 | 884,520 | 256,991 | 456,697 | 101,649 | |||||||
Accounts Payable | 10,363 | (41,594) | 55,291 | (61,859) | 74,695 | (38,901) | (20,013) | (179,666) | 229,640 | 352 | (38,172) | (37,152) | (820,086) |
Net Cash provided (used) by operating activities | (22,182) | 7,282 | (4,209) | 30,619 | 337 | 46,406 | (652,829) | 39,725 | 1,525,500 | (200,771) | (272,312) | 2,284,769 | (3,393,738) |
Cash Flow from Investing Activities: | |||||||||||||
(Increase) Decrease of property, plant, and equipment | 0 | 0 | 0 | 0 | 0 | 139,182 | |||||||
(Increase) Decrease in Investments and Subsidiaries and Intangible Assets | 0 | 0 | 0 | 0 | 0 | 0 | 650,000 | 0 | (1,181,455) | (132,265) | 272,326 | (264,030) | (811,969) |
Net cash provided (used) by investing activities | 0 | 0 | 0 | 0 | 0 | 0 | 650,000 | 0 | (1,181,455) | (132,265) | 272,326 | (264,030) | (672,787) |
Cash Flow from Financing Activities: | |||||||||||||
Third party notes receivable | 0 | (346,531) | 346,531 | 0 | (2,924,334) | 2,417,586 | |||||||
Capital and Treasury Stock | 0 | (16,000) | 0 | (16,000) | 0 | (16,000) | 0 | 0 | 0 | 0 | 0 | 850 | 1,055 |
Paid-in or capital surplus | 0 | 0 | 0 | 0 | 184,150 | 681,445 | |||||||
Net cash provided (used) by financing activities | 0 | (16,000) | 0 | (16,000) | 0 | (16,000) | 0 | 0 | (346,531) | 346,531 | 0 | (2,739,334) | 3,100,086 |
Net cash increase (decrease) for period | (22,182) | (8,718) | (4,209) | 14,619 | 337 | 30,406 | (2,829) | 39,725 | (2,486) | 13,495 | 14 | (718,595) | (966,439) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 51,608 | 11,883 | 14,369 | 11,883 | 14,369 | 11,883 | 14,369 | 11,883 | 14,369 | 874 | 860 | 719,454 | 1,685,893 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 29,426 | $ 3,165 | $ 10,160 | $ 26,502 | $ 14,706 | $ 42,289 | $ 11,540 | $ 51,608 | $ 11,883 | $ 14,369 | $ 874 | $ 860 | $ 719,454 |
NOTE 1 COMPANY AND BACKGROUND
NOTE 1 COMPANY AND BACKGROUND | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 1 COMPANY AND BACKGROUND | Note 1 COMPANY AND BACKGROUND Overview Marizyme Incorporated, (formerly GBS Enterprises Incorporated), a Nevada corporation (the “Company,” “Marizyme”, “GBS,” “GBSX,” “we,” “us,” “our” or similar expressions), conducted its primary business through its minority owned subsidiary, GBS Software AG (“GROUP”), a German-based public-company whose stock trades on the Frankfurt Exchange under the stock symbol INW. GROUP’s software and consulting business was focused on serving IBM’s Lotus Notes and Domino market. GROUP provided IBM Lotus Notes/Domino Application and Transformation technology. Headquartered in Karlsruhe, Germany, the Company had offices throughout Europe and North America. GROUP maintained a website at www.gbs-ag.com. The information contained in GROUP’s websites is not incorporated by reference herein. On March 21, 2018, GBS formed a wholly owned subsidiary named Marizyme, Incorporated, a Nevada Corporation and merged it with GBS Enterprises effectively renaming the company Marizyme. However, Marizyme retains the former GBS GroupLive assets and retains a subsidiary, X-Assets, Incorporated (“X-ASSETS”), a Nevada company. X-ASSETS currently holds our 40.97% minority stake in GROUP and we intend to distribute the shares of X-ASSETS as part of a type-D business restructuring upon receiving regulatory approval. Marizyme intends to refocus in the life sciences space and seek technologies to acquire. No life sciences acquisitions have been completed as of the date of this filing and no assurances can be given when an acquisition may be consummated. The Company’s Common Stock has been historically quoted on the OTC Markets’ OTCQB under the ticker symbol “GBSX.” However, because the Company failed to file this Annual Report with the SEC by the April 15, 2014 extended deadline, the Company’s Common Stock is currently quoted on the OTC Pink sheets. Upon the filing of this Annual Report, or shortly thereafter, we anticipate changing our ticker symbol and that our Common Stock will be restored to the OTCQB, although no assurance can be given. After extended discussions with its main shareholders and the Board of Directors in 2016, the Company sold the rest of its controlling investments, which had previously begun in 2013. As a result, all subsidiaries of the company were sold effective December 31, 2016. Since then, the company has managed only a minority interest of stock of a German public entity with no controlling interest. In this context, the formerly filed consolidated financial statements for the fiscal year 2012 are fully replaced by those of an individual company filed herewith. For comparative purposes and in the interests of maximum transparency, the statements of the company for the 2012-2017 financial years refer to the status of Marizyme Inc. as an unconsolidated company. These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2017, the Company had not yet achieved profitable operations and had accumulated losses of $27,653,439 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. As disclosed in Note 10, Subsequent events, management has a formal plan in place to address this concern, |
NOTE 2 ACCOUNTING POLICIES
NOTE 2 ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 2 ACCOUNTING POLICIES | Note 2 ACCOUNTING The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows: Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Financial Accounting Standards Board (“FASB”) authoritative guidance regarding segment reporting establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company has determined that it operates in only one segment – the development and maintenance of computer software programs and support products until December 2016. As a result, the company focused exclusively on establishing a new business model and only managed its minority stake in GROUP. Comprehensive Income (Loss) The Company adopted the FASB Codification topic (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments and small net actuarial losses on pension plans. Net Income per Common Share ASC 260, “Earnings per share”, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for both the basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share. Financial Instruments Financial instruments consist of cash, accounts and other receivables, assets held for sale, due from related parties, notes and loans receivable, accounts payable and accrued liabilities, due to related parties, liabilities held for sale, loans payable and loans and notes payable to related parties. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Currency Risk We use the US dollar as our reporting currency. The functional currencies of our former foreign subsidiaries are the local currency, which included the Euro, the British pound and the Indian Rupee until the sale of all subsidiaries in December 2016. Accordingly, as of 12/31/2017, some assets and liabilities are incurred in Euros and we are subject to foreign currency risks. Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures”, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments. Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents in any of the years included herein. Intangible Assets Intangible assets predominately comprise acquired software. Intangible assets acquired in exchange for payment are reflected at acquisition costs. The Company amortizes intangible assets with a limited useful life to the estimated residual book value in accordance with ASC regulations. In addition, in special circumstances according to ASC 350-30, a recoverability test is performed and, if applicable, unscheduled amortization is considered. The useful life of acquired software is between three and five years. Revenue Recognition Sources of Revenues: License revenues Our license revenues consist of revenues earned from the licensing of our software products. These products are generally licensed on a perpetual basis. Pricing models have generally been based either upon the physical infrastructure, such as the number of physical desktop computers or servers, on which our software runs or on a per user basis. License revenues are recognized when the elements of revenue recognition for the licensed software are complete, generally upon electronic shipment of the software and the software key to provide full access to all functionalities for our customers. In general, our invoices reflect license, service and maintenance components. In the case of multi element contracts, the revenues allocated to the software license in most cases represent the residual amount of the contract after the fair value of the other elements has been determined. Certain products of our software offering are licensed on a subscription basis. Software maintenance revenues Software maintenance revenues are recognized ratably on a pro-rata basis over the range of the contract period. Our contract periods typically ranged from one to five years. Vendor-specific objective evidence (“VSOE”) of fair value for software maintenance services is established by the rates charged in stand-alone sales of software maintenance contracts or the stated renewal rate for software maintenance. Customers who are party to software maintenance agreements with us are entitled to receive support, product updates and upgrades on a when-and-if-available basis. Professional services revenues Professional services include pre-project consulting, software design, customization, project management, implementation and training. Professional services are not considered essential to the functionality of our products, as these services do not alter the product capabilities and may be performed by our customers or by other vendors. Professional services engagements performed for a fixed fee, for which we are able to make reasonably dependable estimates of progress toward completion, are recognized on a proportional performance basis based on hours incurred and estimated hours of completion. Professional services engagements that are on a time and materials basis are recognized based on hours incurred. Revenues on all other professional services engagements are recognized upon completion. Our professional services may be sold with software products or on a stand-alone basis. Vendor Specific Objective Evidence (VSOE) of fair value for professional services is based upon the standard rates we charge for such services when sold separately. Foreign Currency Balances and Transactions The Company’s functional currency is US dollars. Foreign currency balances are translated into US dollars as follows: Monetary assets and liabilities are translated at the year-end exchange rates. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they ae translated at the year-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses are included in operations. Other Provisions According to FASB ASC 450 “Contingencies”, provisions are made whenever there is a current obligation to third parties resulting from a past event which is likely in the future to lead to an outflow of resources and of which the amount can be reliably estimated. Provisions not already resulting in an outflow of resources in the following year are recognized at their discounted settlement amount on the financial statement date. The discount taken is based on market interest rates. The settlement amount also includes the expected cost increases. Provisions are not set off against contribution claims. If the amended estimate leads to a reduction of the obligatory amount, the provision is proportionally reversed and the earnings are recognized in other operating earnings. Deferred Taxes Income taxes are provided in accordance with FASB Codification topic 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. During the six years presented by the accompanying financial statements, there have been new principles adopted that have affected their presentation. Off - Balance Sheet Arrangements We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. |
NOTE 3 CHANGE IN ACCOUNTING POL
NOTE 3 CHANGE IN ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 3 CHANGE IN ACCOUNTING POLICIES | Note 3 CHANGE Fiscal reporting Effective September 19, 2012, the Company changed its fiscal year end from March 31 to December 31. Prior to this change, the company’s subsidiaries, with the exception of SD Holdings, had fiscal year ends of December 31 and in reporting its financial statements, the Company, through the use of Regulation S-X Rule 3A-02 (“the 93 day rule”), consolidated those subsidiaries without any adjustments for timing differences in the period ends. This application was in error. With the change in year end, the Company retroactively adjusted previously released financial statements to reflect this change beginning December 31, 2010. Accordingly, the financial statements for the year ended December 31, 2012, 2013, 2014, 2015, 2016, and 2017 include the accounts of all consolidated companies for the same twelve month period beginning January 1, 2012. The Balance Sheet as of December 31, 2017 has also been adjusted to include the accounts of all consolidated companies as of this date. |
NOTE 4 SUBSIDIARY COMPANIES
NOTE 4 SUBSIDIARY COMPANIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 4 SUBSIDIARY COMPANIES | Note 4 SUBSIDIARY Book Value Book Value Book Value Book Value Book Value Book Value Disposition Subsidiary Headquarters 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 Date IDC Global, Inc. Chicago 3,516,726 - - - - - 2/1/2013 GBS Software AG (1) Karlsruhe 7,312,636 7,312,636 4,608,925 1,969,110 2,683,907 2,610,440 Pavone GmbH Boeblingen 5,250,000 6,164,030 2,800,000 225,000 - - 12/1/2016 Groupware Inc. Woodstock 613,494 288,494 288,494 - - - 12/31/2015 GBS India Chennai 1,731,905 1,731,905 850,000 10,000 - - 12/31/2016 (1) Manages a minority interest of stock |
NOTE 5 RELATED PARTY ITEMS
NOTE 5 RELATED PARTY ITEMS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 5 RELATED PARTY ITEMS | Note 5 RELATED Related parties refer to the Management, Board of Directors, Supervisory Board, and companies controlled by, or who are significantly influenced by GBSX. 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012 KUSD KUSD KUSD KUSD KUSD KUSD Related Party Receivables: Amounts due to CFO - - - - - - Loans and receivables due from subsidiaries - - 3,913 5,234 7,386 9,794 Notes receivables - officer and board members - - - - - - TOTALS - - 3,913 5234 7386 9,794 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012 KUSD KUSD KUSD KUSD KUSD KUSD Accounts payable and Accruals: Amounts due to CFO - - 47 17 32 72 A company owned by the CEO - 11 - 38 - 494 Payables due to Former CEO - - - - 15 - Board of Directors fees and outstanding expenses - 76 79 205 209 104 Loans and payables due to subsidiaries - - 2,666 1,493 586 435 Notes payable - officer and board members (1) - - 733 25 2,428 TOTALS - 87 3,524 1778 841 3,533 (1) Notes Payable - officer and board members 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012 KUSD KUSD KUSD KUSD KUSD KUSD Note Payable - John Moore - - - - - 1,077 Note Payable - Stephen Baksa - - 287 - - 1,036 Note Payable - VbV (Joerg Ott) - - 175 - - 263 Note Payable- M. Shihadah - - 86 - - 52 Note Payable - GMV (for services provided by M. Ernst) - - 185 25 - - TOTALS - - 733 25 - 2,428 Remuneration of the management occupying key positions within the Company and itsÂ’ subsidiaries including that of the Board of Directors include the following: 12/31/2017 12/31/2017 12/31/2016 12/31/2016 12/31/2015 12/31/2015 USD USD USD USD USD USD Paid Accrued Paid Accrued Paid Accrued Management Fees (to Officers) 705,305 - 46,756 - 172,869 46,756 Management Fees (to Directors) - - - - - - 12/31/2014 12/31/2014 12/31/2013 12/31/2013 12/31/2012 12/31/2012 USD USD USD USD USD USD Paid Accrued Paid Accrued Paid Accrued Management Fees (to Officers) 323,724 17,454 302,633 46,257 210,758 565,601 Management Fees (to Directors) 80,000 77,211 120,008 229,850 39,467 137,375 |
NOTE 6 COMMON STOCK
NOTE 6 COMMON STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 6 COMMON STOCK | Note 6 COMMON The Company has authorized capital of 75,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock, each with a par value of $0.001. No class of preferred stock has been designated or issued. As of December 31, 2017, there were 31,929,291 shares of common stock outstanding. Transactions occurring in 2012 · · · · · · · · Transactions occurring in 2013 · · · · · · · · · · · · · · Transactions occurring in 2014 · · · There were no equity transactions in 2015, 2016, and 2017. Options The Company has not issued any options, so that none are outstanding as at December 31, 2017. Warrants As of December 31, 2017 all outstanding unexercised warrants have expired and the Company has no further outstanding Warrants or obligations. |
NOTE 7 LEGAL PROCEEDINGS
NOTE 7 LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 7 LEGAL PROCEEDINGS | Note 7 LEG We are not subject to any legal proceeding nor are we aware of any potential legal matters. |
NOTE 8 ASSETS AND LIABILITIES H
NOTE 8 ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 8 ASSETS AND LIABILITIES HELD FOR SALE | Note 8 ASSETS AND LIABILITIES HELD FOR SALE On May 4, 2018 Marizyme signed an Assignment and Assumption Agreement with X-Assets Enterprises, Inc., a Nevada Corporation (“X-Assets”). We agreed to transfer assets and liabilities to X-Assets on June 1, 2018. To reflect that transaction we identified those assets and liabilities on our December 31, 2017 Balance Sheet as Assets Held for Sale and Liabilities Held for Sale. The assets include an accounts receivable valued at $130,766 and the GROUP shares valued at $2,610,440. The liabilities include a current payable valued at $628,447. |
NOTE 9 INCOME TAXES
NOTE 9 INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 9 INCOME TAXES | Note 9 INCOME TAXES Income tax recover differs from that which would be expected from applying the effective tax rates to the net loss as follows: Net loss for the year, December 31, 2017 $ (497,115) Statutory and effective future rate 21% Income tax recovery at effective rate $ (104,394) Tax benefit not recognized 104,394 Income tax recovery recognized $ - As at December 31, 2017, the tax effect of the temporary timing differences that give rise to significant components of deferred tax asset are noted below. Tax loss carried forward $ 27,366,000 Deferred tax assets $ 5,747,000 Valuation allowance (5,747,000) Deferred taxes recognized $ - The tax losses will expire between 2030 and 2038. |
NOTE 10 SUBSEQUENT EVENTS
NOTE 10 SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 10 SUBSEQUENT EVENTS | Note 10 SUBSEQUENT On January 2, 2018 Marizyme signed an Assignment Agreement with Saratoga Equity, Inc. that gave us the right to acquire Saratoga’s worldwide exclusive licenses to various biotechnology patents and intellectual property related to wound care, dental cleansing and thrombolytic projects as well as other indications. Upon closing Marizyme shall issue to Saratoga and its designees an aggregate of 15,000,000 unregistered common shares in exchange for the license to the biotechnology. The closing is subject to several conditions including Marizyme effectuating a reverse stock split of its outstanding common stock resulting in 1 million to 1.1 million shares of common stock outstanding, Marizyme distributing 90% of the shares of GROUP to its existing shareholders, no debts or accounts payables remaining, Board of Directors resignations and the Board of Directors appointing Mr. Nicholas DeVito as the Chief Executive Officer and sole remaining board member. Either Party has the right to terminate the agreement if it is not consummated by January 15, 2018. Neither party has exercised its right to terminate nor can we make any assurances the transaction will be completed. On January 8, 2018 we received written consent of the stockholders approving a 1-for-29 reverse split of our outstanding shares of Common Stock and further approving the election of Joerg Ott, John Moore, Mohammed Shihadah, and Nicholas DeVito to each serve as directors of the Corporation until the next election of directors at the annual meeting of stockholders to be held in 2019. On April 4, 2018 the Board of Directors agreed to create and issue 1,000 shares of Series A Non-Convertible Preferred Stock to Mr. Nicholas P. DeVito immediately prior to the resignations of Mr. Ott, Mr. Moore, and Mr. Shihadah. The Series A Non-Convertible Preferred Stock represent eighty percent (80%) of all the votes entitled to be voted at any annual or special meeting of the shareholders of the Corporation or action by written consent of the shareholders. Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock. On May 4, 2018 Marizyme signed an Assignment and Assumption Agreement with X-Assets Enterprises, Inc., a Nevada Corporation (“X-Assets”). Marizyme agreed to assign all right, title, and interest in its two tranches of shares of GROUP (a first tranche of 152,324 GROUP shares and a second tranche of 1,896,000 GROUP shares) and all of its debt and accounts payables to X-Assets in exchange for 1,095,000 unregistered shares of common stock of X-Assets out of 1,250,000 shares outstanding. X-Assets will have full control over the disposition of GROUP shares. Marizyme shall retain the GroupLive line of business and shall only transfer that GroupLive line of business to X-Assets upon the consummation of the Assignment Agreement with Saratoga Equity. Marizyme further agreed and shall seek regulatory approval to distribute the 1,095,000 shares of X-Assets, pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded the Corporation under Section 4(a)(2) promulgated thereunder and that the certificates evidencing the same bear the appropriate restrictive Rule 144 legends, to its shareholders of record coincident with the consummation of the Assignment Agreement with Saratoga Equity. |
NOTE 2 ACCOUNTING POLICIES_ Cri
NOTE 2 ACCOUNTING POLICIES: Critical Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Critical Accounting Policies and Estimates | Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 2 ACCOUNTING POLICIES_ Seg
NOTE 2 ACCOUNTING POLICIES: Segment Reporting (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Segment Reporting | Segment Reporting The Financial Accounting Standards Board (“FASB”) authoritative guidance regarding segment reporting establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company has determined that it operates in only one segment – the development and maintenance of computer software programs and support products until December 2016. As a result, the company focused exclusively on establishing a new business model and only managed its minority stake in GROUP. |
NOTE 2 ACCOUNTING POLICIES_ Com
NOTE 2 ACCOUNTING POLICIES: Comprehensive Income (Loss) (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company adopted the FASB Codification topic (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments and small net actuarial losses on pension plans. |
NOTE 2 ACCOUNTING POLICIES_ Net
NOTE 2 ACCOUNTING POLICIES: Net Income per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Net Income per Common Share | Net Income per Common Share ASC 260, “Earnings per share”, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for both the basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share. |
NOTE 2 ACCOUNTING POLICIES_ Fin
NOTE 2 ACCOUNTING POLICIES: Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Financial Instruments | Financial Instruments Financial instruments consist of cash, accounts and other receivables, assets held for sale, due from related parties, notes and loans receivable, accounts payable and accrued liabilities, due to related parties, liabilities held for sale, loans payable and loans and notes payable to related parties. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is managementÂ’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
NOTE 2 ACCOUNTING POLICIES_ Cur
NOTE 2 ACCOUNTING POLICIES: Currency Risk (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Currency Risk | Currency Risk We use the US dollar as our reporting currency. The functional currencies of our former foreign subsidiaries are the local currency, which included the Euro, the British pound and the Indian Rupee until the sale of all subsidiaries in December 2016. Accordingly, as of 12/31/2017, some assets and |
NOTE 2 ACCOUNTING POLICIES_ Fai
NOTE 2 ACCOUNTING POLICIES: Fair Value Measurements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures”, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments. |
NOTE 2 ACCOUNTING POLICIES_ Cas
NOTE 2 ACCOUNTING POLICIES: Cash and cash equivalents (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents in any of the years included herein. |
NOTE 2 ACCOUNTING POLICIES_ Int
NOTE 2 ACCOUNTING POLICIES: Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Intangible Assets | Intangible Assets Intangible assets predominately comprise acquired software. Intangible assets acquired in exchange for payment are reflected at acquisition costs. The Company amortizes intangible assets with a limited useful life to the estimated residual book value in accordance with ASC regulations. In addition, in special circumstances according to ASC 350-30, a recoverability test is performed and, if applicable, unscheduled amortization is considered. The useful life of acquired software is between three and five years. |
NOTE 2 ACCOUNTING POLICIES_ Rev
NOTE 2 ACCOUNTING POLICIES: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Revenue Recognition | Revenue Recognition Sources of Revenues: License revenues Our license revenues consist of revenues earned from the licensing of our software products. These products are generally licensed on a perpetual basis. Pricing models have generally been based either upon the physical infrastructure, such as the number of physical desktop computers or servers, on which our software runs or on a per user basis. License revenues are recognized when the elements of revenue recognition for the licensed software are complete, generally upon electronic shipment of the software and the software key to provide full access to all functionalities for our customers. In general, our invoices reflect license, service and maintenance components. In the case of multi element contracts, the revenues allocated to the software license in most cases represent the residual amount of the contract after the fair value of the other elements has been determined. Certain products of our software offering are licensed on a subscription basis. Software maintenance revenues Software maintenance revenues are recognized ratably on a pro-rata basis over the range of the contract period. Our contract periods typically ranged from one to five years. Vendor-specific objective evidence (“VSOE”) of fair value for software maintenance services is established by the rates charged in stand-alone sales of software maintenance contracts or the stated renewal rate for software maintenance. Customers who are party to software maintenance agreements with us are entitled to receive support, product updates and upgrades on a when-and-if-available basis. Professional services revenues Professional services include pre-project consulting, software design, customization, project management, implementation and training. Professional services are not considered essential to the functionality of our products, as these services do not alter the product capabilities and may be performed by our customers or by other vendors. Professional services engagements performed for a fixed fee, for which we are able to make reasonably dependable estimates of progress toward completion, are recognized on a proportional performance basis based on hours incurred and estimated hours of completion. Professional services engagements that are on a time and materials basis are recognized based on hours incurred. Revenues on all other professional services engagements are recognized upon completion. Our professional services may be sold with software products or on a stand-alone basis. Vendor Specific Objective Evidence (VSOE) of fair value for professional services is based upon the standard rates we charge for such services when sold separately. |
NOTE 2 ACCOUNTING POLICIES_ For
NOTE 2 ACCOUNTING POLICIES: Foreign Currency Balances and Transactions (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Foreign Currency Balances and Transactions | Foreign Currency Balances and Transactions The CompanyÂ’s functional currency is US dollars. Foreign currency balances are translated into US dollars as follows: Monetary assets and liabilities are translated at the year-end exchange rates. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they ae translated at the year-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses are included in operations. |
NOTE 2 ACCOUNTING POLICIES_ Oth
NOTE 2 ACCOUNTING POLICIES: Other Provisions (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Other Provisions | Other Provisions According to FASB ASC 450 “Contingencies”, provisions are made whenever there is a current obligation to third parties resulting from a past event which is likely in the future to lead to an outflow of resources and of which the amount can be reliably estimated. Provisions not already resulting in an outflow of resources in the following year are recognized at their discounted settlement amount on the financial statement date. The discount taken is based on market interest rates. The settlement amount also includes the expected cost increases. Provisions are not set off against contribution claims. If the amended estimate leads to a reduction of the obligatory amount, the provision is proportionally reversed and the earnings are recognized in other operating earnings. |
NOTE 2 ACCOUNTING POLICIES_ Def
NOTE 2 ACCOUNTING POLICIES: Deferred Taxes (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Deferred Taxes | Deferred Taxes Income taxes are provided in accordance with FASB Codification topic 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. |
NOTE 2 ACCOUNTING POLICIES_ Rec
NOTE 2 ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. During the six years presented by the accompanying financial statements, there have been new principles adopted that have affected their presentation. |
NOTE 2 ACCOUNTING POLICIES_ Off
NOTE 2 ACCOUNTING POLICIES: Off - Balance Sheet Arrangements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Off - Balance Sheet Arrangements | Off - Balance Sheet Arrangements We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholderÂ’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. |
NOTE 4 SUBSIDIARY COMPANIES_ Sc
NOTE 4 SUBSIDIARY COMPANIES: Schedule of Subsidiary Companies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Subsidiary Companies | Book Value Book Value Book Value Book Value Book Value Book Value Disposition Subsidiary Headquarters 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 Date IDC Global, Inc. Chicago 3,516,726 - - - - - 2/1/2013 GBS Software AG (1) Karlsruhe 7,312,636 7,312,636 4,608,925 1,969,110 2,683,907 2,610,440 Pavone GmbH Boeblingen 5,250,000 6,164,030 2,800,000 225,000 - - 12/1/2016 Groupware Inc. Woodstock 613,494 288,494 288,494 - - - 12/31/2015 GBS India Chennai 1,731,905 1,731,905 850,000 10,000 - - 12/31/2016 (1) Manages a minority interest of stock |
NOTE 5 RELATED PARTY ITEMS_ Sch
NOTE 5 RELATED PARTY ITEMS: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Related Party Transactions | 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012 KUSD KUSD KUSD KUSD KUSD KUSD Related Party Receivables: Amounts due to CFO - - - - - - Loans and receivables due from subsidiaries - - 3,913 5,234 7,386 9,794 Notes receivables - officer and board members - - - - - - TOTALS - - 3,913 5234 7386 9,794 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012 KUSD KUSD KUSD KUSD KUSD KUSD Accounts payable and Accruals: Amounts due to CFO - - 47 17 32 72 A company owned by the CEO - 11 - 38 - 494 Payables due to Former CEO - - - - 15 - Board of Directors fees and outstanding expenses - 76 79 205 209 104 Loans and payables due to subsidiaries - - 2,666 1,493 586 435 Notes payable - officer and board members (1) - - 733 25 2,428 TOTALS - 87 3,524 1778 841 3,533 (1) Notes Payable - officer and board members 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012 KUSD KUSD KUSD KUSD KUSD KUSD Note Payable - John Moore - - - - - 1,077 Note Payable - Stephen Baksa - - 287 - - 1,036 Note Payable - VbV (Joerg Ott) - - 175 - - 263 Note Payable- M. Shihadah - - 86 - - 52 Note Payable - GMV (for services provided by M. Ernst) - - 185 25 - - TOTALS - - 733 25 - 2,428 |
NOTE 5 RELATED PARTY ITEMS_ S34
NOTE 5 RELATED PARTY ITEMS: Schedule of Management Fees (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Management Fees | 12/31/2017 12/31/2017 12/31/2016 12/31/2016 12/31/2015 12/31/2015 USD USD USD USD USD USD Paid Accrued Paid Accrued Paid Accrued Management Fees (to Officers) 705,305 - 46,756 - 172,869 46,756 Management Fees (to Directors) - - - - - - 12/31/2014 12/31/2014 12/31/2013 12/31/2013 12/31/2012 12/31/2012 USD USD USD USD USD USD Paid Accrued Paid Accrued Paid Accrued Management Fees (to Officers) 323,724 17,454 302,633 46,257 210,758 565,601 Management Fees (to Directors) 80,000 77,211 120,008 229,850 39,467 137,375 |
NOTE 9 INCOME TAXES_ Schedule o
NOTE 9 INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | Net loss for the year, December 31, 2017 $ (497,115) Statutory and effective future rate 21% Income tax recovery at effective rate $ (104,394) Tax benefit not recognized 104,394 Income tax recovery recognized $ - |
NOTE 9 INCOME TAXES_ Schedule36
NOTE 9 INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Tax loss carried forward $ 27,366,000 Deferred tax assets $ 5,747,000 Valuation allowance (5,747,000) Deferred taxes recognized $ - |
NOTE 1 COMPANY AND BACKGROUND (
NOTE 1 COMPANY AND BACKGROUND (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Entity Information, Former Legal or Registered Name | GBS Enterprises Incorporated |
Entity Incorporation, State Country Name | Nevada |
Accumulated losses | $ 27,653,439 |
NOTE 4 SUBSIDIARY COMPANIES_ 38
NOTE 4 SUBSIDIARY COMPANIES: Schedule of Subsidiary Companies (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
IDC Global, Inc | |||||||
Subsidiary Company, Book Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,516,726 | |
Subsidiary Company, Headquarters | Chicago | ||||||
Subsidiary Company, Disposition Date | Feb. 1, 2013 | ||||||
GBS Software AG | |||||||
Subsidiary Company, Book Value | [1] | $ 2,610,440 | 2,683,907 | 1,969,110 | 4,608,925 | 7,312,636 | 7,312,636 |
Subsidiary Company, Headquarters | [1] | Karlsruhe | |||||
Subsidiary Company, Disposition Date | [1] | ||||||
Pavone GmbH | |||||||
Subsidiary Company, Book Value | $ 0 | 0 | 225,000 | 2,800,000 | 6,164,030 | 5,250,000 | |
Subsidiary Company, Headquarters | Boeblingen | ||||||
Subsidiary Company, Disposition Date | Dec. 1, 2016 | ||||||
Groupware Inc | |||||||
Subsidiary Company, Book Value | $ 0 | 0 | 0 | 288,494 | 288,494 | 613,494 | |
Subsidiary Company, Headquarters | Woodstock | ||||||
Subsidiary Company, Disposition Date | Dec. 31, 2015 | ||||||
GBS India | |||||||
Subsidiary Company, Book Value | $ 0 | $ 0 | $ 10,000 | $ 850,000 | $ 1,731,905 | $ 1,731,905 | |
Subsidiary Company, Headquarters | Chennai | ||||||
Subsidiary Company, Disposition Date | Dec. 31, 2016 | ||||||
[1] | Manages a minority interest of stock |
NOTE 5 RELATED PARTY ITEMS_ S39
NOTE 5 RELATED PARTY ITEMS: Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Receivables | $ 0 | $ 0 | $ 3,913 | $ 5,234 | $ 7,386 | $ 9,794 | |
Accounts payable and Accruals | 0 | 87 | 3,524 | 1,778 | 841 | 3,533 | |
Note Payable - Officer and Board Members | [1] | 0 | 0 | 733 | 25 | 0 | 2,428 |
Amounts due to CFO | |||||||
Related Party Receivables | 0 | 0 | 0 | 0 | 0 | 0 | |
Loans and receivables due from subsidiaries | |||||||
Related Party Receivables | 0 | 0 | 3,913 | 5,234 | 7,386 | 9,794 | |
Notes receivables - officer and board members | |||||||
Related Party Receivables | 0 | 0 | 0 | 0 | 0 | 0 | |
Amounts due to CFO | |||||||
Accounts payable and Accruals | 0 | 0 | 47 | 17 | 32 | 72 | |
A company owned by the CEO | |||||||
Accounts payable and Accruals | 0 | 11 | 0 | 38 | 0 | 494 | |
Payables due to Former CEO | |||||||
Accounts payable and Accruals | 0 | 0 | 0 | 0 | 15 | 0 | |
Board of Directors fees and outstanding expenses | |||||||
Accounts payable and Accruals | 0 | 76 | 79 | 205 | 209 | 104 | |
Loans and payables due to subsidiaries | |||||||
Accounts payable and Accruals | 0 | 0 | 2,666 | 1,493 | 586 | 435 | |
Notes payable - officer and board members (1) | |||||||
Accounts payable and Accruals | [1] | 0 | 0 | 733 | 25 | 2,428 | |
Note Payable - John Moore | |||||||
Note Payable - Officer and Board Members | [1] | 0 | 0 | 0 | 0 | 0 | 1,077 |
Note Payable - Stephen Baksa | |||||||
Note Payable - Officer and Board Members | [1] | 0 | 0 | 287 | 0 | 0 | 1,036 |
Note Payable - VbV (Joerg Ott) | |||||||
Note Payable - Officer and Board Members | [1] | 0 | 0 | 175 | 0 | 0 | 263 |
Note Payable- M. Shihadah | |||||||
Note Payable - Officer and Board Members | [1] | 0 | 0 | 86 | 0 | 0 | 52 |
Note Payable - GMV (for services provided by M. Ernst) | |||||||
Note Payable - Officer and Board Members | [1] | $ 0 | $ 0 | $ 185 | $ 25 | $ 0 | $ 0 |
[1] | Notes Payable - officer and board members |
NOTE 5 RELATED PARTY ITEMS_ S40
NOTE 5 RELATED PARTY ITEMS: Schedule of Management Fees (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ||||||
Management fees to Officers, Paid | $ 705,305 | $ 46,756 | $ 172,869 | $ 323,724 | $ 302,633 | $ 210,758 |
Management fees to Officers, Accrued | 0 | 0 | 46,756 | 17,454 | 46,257 | 565,601 |
Management fees to Directors, Paid | 0 | 0 | 0 | 80,000 | 120,008 | 39,467 |
Management fees to Directors, Accrued | $ 0 | $ 0 | $ 0 | $ 77,211 | $ 229,850 | $ 137,375 |
NOTE 6 COMMON STOCK (Details)
NOTE 6 COMMON STOCK (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Jun. 20, 2018 | |
Common Stock, Shares Authorized | 75,000,000 | |
Preferred Stock, Shares Authorized | 25,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Number of common stock shares outstanding | 31,929,291 | 31,929,291 |
Transaction 1 | ||
Sale of Stock, Description of Transaction | an investor exercised their private purchase warrant and bought 5,000 shares of common stock for net proceeds of $7,500. | |
Transaction 1 | Minimum | ||
Sale of Stock, Transaction Date | Mar. 1, 2012 | |
Transaction 1 | Maximum | ||
Sale of Stock, Transaction Date | Mar. 31, 2012 | |
Transaction 2 | ||
Sale of Stock, Description of Transaction | certain investors exercised those warrants and bought 900,000 shares of common stock for net proceeds of $450,000 | |
Transaction 2 | Minimum | ||
Sale of Stock, Transaction Date | Mar. 1, 2012 | |
Transaction 2 | Maximum | ||
Sale of Stock, Transaction Date | Mar. 31, 2012 | |
Transaction 3 | ||
Sale of Stock, Transaction Date | Apr. 16, 2012 | |
Sale of Stock, Description of Transaction | Company sold 120,000 Units to Joerg Ott | |
Transaction 4 | ||
Sale of Stock, Transaction Date | Apr. 28, 2012 | |
Sale of Stock, Description of Transaction | $632,500 in notes payable were converted at $1.15 per unit into 550,000 units with each unit consisting of one common share of common stock and one warrant | |
Transaction 5 | ||
Sale of Stock, Transaction Date | Apr. 30, 2012 | |
Sale of Stock, Description of Transaction | $460,000 in notes payable to Lotus were converted at $1.15 per unit into 400,000 units, with each unit consisting of one share of common stock and one warrant | |
Transaction 6 | ||
Sale of Stock, Transaction Date | Apr. 30, 2012 | |
Sale of Stock, Description of Transaction | $172,500 in debt to a company owned by Joerg Ott, the then CEO and Chairman of the Board of Directors of the Company, were converted at $1.15 per unit into 150,000 units, with each unit consisting of one share of common stock and one warrant | |
Transaction 7 | ||
Sale of Stock, Transaction Date | May 10, 2012 | |
Sale of Stock, Description of Transaction | Company sold 30,000 Units to Markus R. Ernst, the Chief Financial Officer of the Company, for a purchase price of $1.50 per unit, for a total purchase price of $45,000 | |
Transaction 8 | ||
Sale of Stock, Transaction Date | May 15, 2012 | |
Sale of Stock, Description of Transaction | Company issued 150,000 unregistered shares of common stock to Kjell Jahn | |
Transaction 9 | ||
Sale of Stock, Transaction Date | Feb. 12, 2013 | |
Sale of Stock, Description of Transaction | Company issued an aggregate of 500,000 restricted shares of Common Stock to Board Member, Stephen Baksa | |
Transaction 10 | ||
Sale of Stock, Transaction Date | Feb. 12, 2013 | |
Sale of Stock, Description of Transaction | Company sold an aggregate of 250,000 restricted shares of Common Stock to an Accredited Investor | |
Transaction 11 | ||
Sale of Stock, Transaction Date | Feb. 22, 2013 | |
Sale of Stock, Description of Transaction | Company and Board Member, John Moore amended the Note pursuant to which Mr. Moore agreed to convert the interest due under the Note into shares of GBSX common stock at a rate of $0.30 per share | |
Transaction 12 | ||
Sale of Stock, Transaction Date | Feb. 22, 2013 | |
Sale of Stock, Description of Transaction | Company and Board Member Stephen Baksa amended the Note pursuant to which Mr. Baksa agreed to convert the interest due under the Note into shares of GBSX common stock at a rate of $0.30 per share | |
Transaction 13 | ||
Sale of Stock, Transaction Date | Mar. 20, 2013 | |
Sale of Stock, Description of Transaction | Company issued an aggregate of 450,950 restricted shares of Common Stock to Board Member, John Moore | |
Transaction 14 | ||
Sale of Stock, Transaction Date | Mar. 27, 2013 | |
Sale of Stock, Description of Transaction | Company issued an aggregate of 200,000 restricted shares of Common Stock to Board Member, Stephen Baksa | |
Transaction 15 | ||
Sale of Stock, Transaction Date | Mar. 27, 2013 | |
Sale of Stock, Description of Transaction | Company issued 200,000 restricted shares of Common Stock to a third party non-affiliated consultant in consideration for consulting services | |
Transaction 16 | ||
Sale of Stock, Transaction Date | Apr. 26, 2013 | |
Sale of Stock, Description of Transaction | Company entered into a note purchase and security agreement (the “Loan Agreement”) with Stephen D. Baksa (the “Lender’) | |
Transaction 17 | ||
Sale of Stock, Transaction Date | Apr. 29, 2013 | |
Sale of Stock, Description of Transaction | Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from May 1, 2013 until April 30, 2016 | |
Transaction 18 | ||
Sale of Stock, Transaction Date | Apr. 29, 2013 | |
Sale of Stock, Description of Transaction | Company issued the Lender a conditional common stock purchase warrant (the “Conditional Warrant”) | |
Transaction 19 | ||
Sale of Stock, Transaction Date | Apr. 26, 2013 | |
Sale of Stock, Description of Transaction | Company entered into a note purchase and security agreement (the “Loan Agreement”) with Vitamin B Venture GmbH (the “Lender”) | |
Transaction 20 | ||
Sale of Stock, Transaction Date | Apr. 29, 2013 | |
Sale of Stock, Description of Transaction | Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from May 1, 2013 until April 30, 2016 | |
Transaction 21 | ||
Sale of Stock, Transaction Date | Apr. 29, 2013 | |
Sale of Stock, Description of Transaction | Company issued the Lender a conditional common stock purchase warrant (the “Conditional Warrant”) | |
Transaction 22 | ||
Sale of Stock, Transaction Date | Aug. 6, 2013 | |
Sale of Stock, Description of Transaction | Company issued 25,000 restricted shares of Common Stock to a third party non-affiliated consultant in consideration for consulting services rendered | |
Transaction 23 | ||
Sale of Stock, Transaction Date | Jan. 31, 2014 | |
Sale of Stock, Description of Transaction | Company issued 25,000 restricted shares of Common Stock to a third party non-affiliated consultant for services rendered | |
Transaction 24 | ||
Sale of Stock, Transaction Date | Mar. 19, 2014 | |
Sale of Stock, Description of Transaction | Company issued 666,667 restricted shares of Common Stock to its Board of Directors members in lieu of board fees for services rendered | |
Transaction 25 | ||
Sale of Stock, Transaction Date | Jul. 17, 2014 | |
Sale of Stock, Description of Transaction | Company issued 25,000 restricted shares of Common Stock to a third party non-affiliated consultant for services rendered |
NOTE 8 ASSETS AND LIABILITIES42
NOTE 8 ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||||||||||
Assets Held for Sale - Note 8 | [1] | $ 119,786 | $ 130,766 | $ 0 | $ 0 | $ 0 | $ 0 | $ 4,093,983 | |||
Total Long Term Assets | 2,610,440 | 2,610,440 | $ 2,683,907 | $ 2,683,907 | $ 2,683,907 | 2,683,907 | 3,039,316 | 9,612,625 | 16,012,270 | 14,908,034 | |
Liabilities Held for Sale - Note 8 | [1] | $ 628,447 | $ 628,447 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
[1] | Note 8 |
NOTE 9 INCOME TAXES_ Schedule43
NOTE 9 INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Net loss for the year | $ (497,115) |
Federal Statutory Rate | 21.00% |
Income tax recovery at effective rate | $ (104,394) |
Tax benefit not recognized | 104,394 |
Income tax recovery recognized | $ 0 |
NOTE 9 INCOME TAXES_ Schedule44
NOTE 9 INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) | Dec. 31, 2017USD ($) |
Details | |
Tax loss carried forward | $ 27,366,000 |
Deferred tax assets | 5,747,000 |
Valuation allowance | (5,747,000) |
Deferred taxes recognized | $ 0 |
NOTE 10 SUBSEQUENT EVENTS (Deta
NOTE 10 SUBSEQUENT EVENTS (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Event 1 | |
Subsequent Event, Date | Jan. 2, 2018 |
Subsequent Event, Description | Marizyme signed an Assignment Agreement with Saratoga Equity, Inc. that gave us the right to acquire Saratoga’s worldwide exclusive licenses to various biotechnology patents and intellectual property related to wound care, dental cleansing and thrombolytic projects as well as other indications |
Event 2 | |
Subsequent Event, Date | Jan. 8, 2018 |
Subsequent Event, Description | we received written consent of the stockholders approving a 1-for-29 reverse split of our outstanding shares of Common Stock |
Event 3 | |
Subsequent Event, Date | Apr. 4, 2018 |
Subsequent Event, Description | Board of Directors agreed to create and issue 1,000 shares of Series A Non-Convertible Preferred Stock to Mr. Nicholas P. DeVito |
Event 4 | |
Subsequent Event, Date | May 4, 2018 |
Subsequent Event, Description | Marizyme signed an Assignment and Assumption Agreement with X-Assets Enterprises, Inc. |