Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 13, 2018 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Trading Symbol | afct | |
Entity Registrant Name | First Colombia Development Corp. | |
Entity Central Index Key | 1,533,030 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 73,520,016 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 314,544 | $ 107 |
Inventory | 11,461 | 0 |
Prepaid expenses and advances | 40,499 | 0 |
Total current assets | 366,504 | 107 |
Property and equipment, net of accumulated depreciation of $476 and $0, respectively | 458,425 | 0 |
Goodwill | 55,848 | 0 |
Other assets | 52 | 0 |
Total Assets | 880,829 | 107 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 81,498 | 122,662 |
Due to related party | 8,298 | 54,515 |
Total Liabilities | 89,796 | 177,177 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 76,400,016 and 69,520,016 shares issued and outstanding, respectively | 76,400 | 69,520 |
Additional paid-in capital | 1,425,885 | 166,609 |
Accumulated deficit | (706,314) | (413,199) |
Accumulated other comprehensive income | (4,938) | 0 |
Total Stockholders' Equity (Deficit) | 791,033 | (177,070) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 880,829 | $ 107 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accumulated depreciation, Property and equipment | $ 476 | $ 0 |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 76,400,016 | 69,520,016 |
Common Stock, Shares, Outstanding | 76,400,016 | 69,520,016 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Expenses | ||||
Bank charges | $ 723 | $ 41 | $ 946 | $ 155 |
Selling, marketing and administrative | 156,337 | 16,109 | 253,278 | 44,976 |
Total Operating Expenses | 157,060 | 16,150 | 254,224 | 45,131 |
Loss Before Other Expenses | (157,060) | (16,150) | (254,224) | (45,131) |
Other Expenses | ||||
Interest expense | (246) | 0 | (39,238) | 0 |
(Loss) gain on foreign exchange | (128) | 0 | 347 | 0 |
Loss before taxes | (157,434) | (16,150) | (293,115) | (45,131) |
Income taxes | 0 | 0 | 0 | 0 |
Net Loss | (157,434) | (16,150) | (293,115) | (45,131) |
Foreign currency translation adjustments | (967) | 0 | (4,938) | 0 |
Comprehensive Loss | $ (158,401) | $ (16,150) | $ (298,053) | $ (45,131) |
Net loss per common share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Shares Outstanding | 76,400,016 | 69,520,016 | 73,355,327 | 69,520,016 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities | ||
Net Loss | $ (293,115) | $ (45,131) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation expense | 476 | 0 |
Changes in operating assets and liabilities: | ||
Prepaids and advances | (2,990) | 0 |
Other assets | (52) | 0 |
Accounts payable and accrued liabilities | (53,459) | 44,354 |
Net Cash Used in Operating Activities | (349,140) | (777) |
Investing Activities | ||
Purchase of property and equipment | (457,254) | 0 |
Net cash paid for acquisition of subsidiary | (97,494) | 0 |
Net Cash Used in Investing Activities | (554,748) | 0 |
Financing Activities | ||
Proceeds from related party loans | 0 | 917 |
Payments on related party loans | (61) | 0 |
Proceeds from sale of common stock | 1,220,000 | 0 |
Net Cash Provided by Financing Activities | 1,219,939 | 917 |
Effect of Exchange Rate Changes on Cash | (1,614) | 0 |
Increase (Decrease) In Cash | 314,437 | 140 |
Cash - Beginning of Period | 107 | 9 |
Cash - End of Period | 314,544 | 149 |
Non-Cash financing activities | ||
Forgiveness of shareholder loan | 46,156 | 0 |
Supplemental Disclosures | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2018 | |
Nature of Operations [Text Block] | 1. Nature of Operations First Colombia Development Inc. (the “Company”) was incorporated under the laws of the State of Nevada on May 10, 2011. Effective April 26, 2018, the Company changed its name from AFC Building Technologies Inc. to First Colombia Development Inc. The Company is establishing various business ventures in Colombia in the agriculture and real estate development, tourism, and infrastructure sectors. The Company’s initial endeavor is acquiring, free ranging and reselling cattle for the domestic Colombian beef market.On May 10, 2018, the Company acquired all the issued and outstanding share capital of a Colombian company, First Colombia Devco SAS. Going Concern These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at September 30, 2018, the Company has not generated any revenues and has an accumulated deficit of $706,314 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission (“SEC”) instructions for companies filing Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2018, and the results of operations and cash flows for the periods ended September 30, 2018 and 2017. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to the periods are unaudited. The results for the three-month and nine-month period ended September 30, 2018 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2018. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2017, included in the Company’s Form 10-K filed on May 1, 2018 with the SEC. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, First Colombia Devco SAS (from the date of acquisition, May 10, 2018). All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of these unaudited interim condensed consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the estimated useful lives and recoverability of long-lived assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Inventory Inventory consists of cattle acquired in May 2018 which are valued at the lower of cost and market. The Company expects to sell the inventory in less than one year. Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Office equipment and furniture 10 years straight-line basis Machinery and equipment 5 - 10 years straight-line basis Goodwill Goodwill was generated through the acquisition of First Colombia Devco SAS as the total consideration paid exceeded the fair value of the net assets acquired. The Company tests its goodwill for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results. There were no impairment charges during the nine months ended September 30, 2018. Long-lived Assets In accordance with ASC 360, Property Plant and Equipment Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the subsidiary is the Colombian Peso. The financial statements of the Company’s Colombian subsidiary were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters Comprehensive Loss ASC 220, Comprehensive Income Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share Revenue Recognition The Company follows topic 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company will consider revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the contract with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract, and (5) Recognize revenue when (or As) the entity satisfies a performance obligation. |
First Colombia Devco SAS Acquis
First Colombia Devco SAS Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
First Colombia Devco SAS Acquisition [Text Block] | 2. First Colombia Devco SAS Acquisition On May 10, 2018, pursuant to a purchase agreement the Company purchased all of the issued and outstanding capital stock of First Colombia Devco SAS. The Company closed and completed the acquisition on May 10, 2018.The results of First Colombia Devco SAS’ operations have been included in the consolidated financial statements since that date. First Colombia Devco SAS was acquired to establish various business ventures in Colombia in the agriculture and real estate development, tourism, and infrastructure sectors. The purchase price paid by the Company was $100,000. Any costs related to the acquisition were expensed in current period. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Purchase Price Cash $ 100,000 Total Purchase Price $ 100,000 Allocation of Purchase Price Cash $ 2,506 Prepaid expenses and advances 37,509 Property, plant and equipment 1,704 Inventory 12,017 Accounts payable and accrued expenses (12,295 ) Goodwill 58,559 Net assets acquired $ 100,000 The following table summarizes our consolidated results of operations for the nine months ended September 30, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2018 and 2017: September 30, 2018 September 30, 2017 Pro As Reported Pro Forma As Reported Forma Net Sales $ – $ – $ – $ – Net Loss (293,115 ) (354,885 ) (45,131 ) (45,131 ) Earnings per common share: Basic $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property and Equipment [Text Block] | 3. Property and Equipment September 30, December 31, 2018 2017 Office equipment $ 4,161 $ – Machinery and equipment 4,740 – Total 8,901 – Accumulated depreciation (476 ) – Land 450,000 – Equipment, Net $ 458,425 $ – During the nine months ended September 30, 2018, the Company recorded $476 (2017 - $0) of depreciation expense. During the three months ended September 30, 2018, the Company recorded $382 (2017 - $0) of depreciation expense. On June 7, 2018, the Company entered into a property purchase agreement whereby the Company agreed to acquire real estate located in the Municipality of Tarso, Antioquia, in Colombia. The property is 13.3125 hectares in size and the consideration for the purchase was $450,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Text Block] | 4. Related Party Transactions a) At September 30, 2018, the Company owed $8,298 (December 31, 2017 - $8,358) to the Chief Financial Officer of the Company. These were monies advanced for general working capital purposes, (i.e. accounting and professional fees) as required. The amount is unsecured, non-interest bearing and due on demand. b) During the nine months ended September 30, 2018, a shareholder of the Company agreed to forgive $46,156 of outstanding debt. As the debt forgiven was owed to a related party, the Company recognized the $46,156 forgiven as an equity transaction recorded in additional paid-in capital. At September 30, 2018, the Company owed $0 (December 31, 2017 - $46,156) to a shareholder of the Company. These were monies advanced for general working capital purposes, (i.e. accounting and professional fees) as required. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2018 | |
Inventory [Text Block] | 5. Inventory At September 30, 2018, inventory consisted of $11,461 of cattle. The cattle are raised by a third party rancher who bears the cost of development. Upon the sale of the cattle the Company will receive 40% of the earnings and the rancher will receive the remaining 60%. |
Licensing Agreement
Licensing Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Licensing Agreement [Text Block] | 6. Licensing Agreement On June 30, 2015, the Company entered into a license agreement with a shareholder of the Company. Pursuant to the agreement, the Company received an exclusive worldwide license in regards to 15 domain names related to the automotive e-commerce business for a period of 40 years. In consideration for the granting of the license, the Company will pay to the licensor a royalty of 2.5% of gross sales for any revenue derived from the use of the licensed domains. The Company has not generated any revenue to date. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Common Stock [Text Block] | 7. Common Stock On February 22, 2018, the Company issued 4,000,000 post-split shares of common stock at $0.125 per share for cash proceeds of $500,000. On April 26, 2018, the Company effected a 2 - 1 forward stock split of the issued and outstanding shares of common stock. All share and per share information have been retroactively adjusted to reflect the forward stock split. On August 3, 2018, the Company completed a non-brokered private placement and issued 2,880,000 post-split shares of common stock at $0.25 per share for aggregate gross proceeds of $720,000. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Text Block] | 8. Subsequent Events Management has evaluated subsequent events pursuant to ASC Topic 855, and has determined there are no subsequent events to disclose. |
Nature of Operations (Tables)
Nature of Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Estimated Useful Lives of Property and Equipment [Table Text Block] | Office equipment and furniture 10 years straight-line basis Machinery and equipment 5 - 10 years straight-line basis |
First Colombia Devco SAS Acqu_2
First Colombia Devco SAS Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Cash $ 100,000 Total Purchase Price $ 100,000 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash $ 2,506 Prepaid expenses and advances 37,509 Property, plant and equipment 1,704 Inventory 12,017 Accounts payable and accrued expenses (12,295 ) Goodwill 58,559 Net assets acquired $ 100,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | September 30, 2018 September 30, 2017 Pro As Reported Pro Forma As Reported Forma Net Sales $ – $ – $ – $ – Net Loss (293,115 ) (354,885 ) (45,131 ) (45,131 ) Earnings per common share: Basic $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2018 2017 Office equipment $ 4,161 $ – Machinery and equipment 4,740 – Total 8,901 – Accumulated depreciation (476 ) – Land 450,000 – Equipment, Net $ 458,425 $ – |
Nature of Operations (Narrative
Nature of Operations (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accumulated deficit | $ 706,314 | $ 413,199 |
Foreign Currency Exchange Rate, Translation | 2,964 | |
Average Foreign Currency Exchange Rate, Translation | 2,934 |
First Colombia Devco SAS Acqu_3
First Colombia Devco SAS Acquisition (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Total Purchase Price | $ 100,000 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) | Jun. 07, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Depreciation expense | $ 382 | $ 0 | $ 476 | $ 0 | |
Payments to Acquire Land | $ 450,000 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Amount due to related party | $ 8,298 | $ 54,515 |
Forgiveness of debt | 46,156 | |
Chief Financial Officer [Member] | ||
Amount due to related party | 8,298 | 8,358 |
Shareholder of the Company [Member] | ||
Amount due to related party | $ 0 | $ 46,156 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory | $ 11,461 | $ 0 |
Sale of inventory, percentage of revenue receivable | 40.00% | |
Sale of inventory, percentage of revenue payable | 60.00% |
Licensing Agreement (Narrative)
Licensing Agreement (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018 | |
License period | 40 years |
Royalty of gross sales, licensed domains | 2.50% |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - USD ($) | Aug. 03, 2018 | Apr. 26, 2018 | Feb. 22, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Stock Issued During Period, Shares, New Issues | 2,880,000 | 4,000,000 | |||
Share Price | $ 0.25 | $ 0.125 | |||
Proceeds from sale of common stock | $ 720,000 | $ 500,000 | $ 1,220,000 | $ 0 | |
Stock-split description | On April 26, 2018, the Company effected a 2-1 forward stock split of the issued and outstanding shares of common stock. All share and per share information have been retroactively adjusted to reflect the forward stock split. |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Office equipment and furniture [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Schedule of Business Acquisitio
Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Cash | $ 100,000 |
Total Purchase Price | $ 100,000 |
Schedule of Business Acquisit_2
Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) | Sep. 30, 2018 | May 10, 2018 | Dec. 31, 2017 |
Cash | $ 2,506 | ||
Prepaid expenses and advances | 37,509 | ||
Property, plant and equipment | 1,704 | ||
Inventory | 12,017 | ||
Accounts payable and accrued expenses | (12,295) | ||
Goodwill | $ 55,848 | 58,559 | $ 0 |
Net assets acquired | $ 100,000 |
Business Acquisition, Pro Forma
Business Acquisition, Pro Forma Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net Sales | $ 0 | $ 0 | ||
Pro Forma Net Sales | 0 | 0 | ||
Net Loss | $ (157,434) | $ (16,150) | (293,115) | (45,131) |
Pro Forma Net Loss | $ (354,885) | $ (45,131) | ||
Basic | $ 0 | $ 0 | ||
Pro Forma Basic | (0.01) | 0 | ||
Diluted | 0 | 0 | ||
Pro Forma Diluted | $ (0.01) | $ 0 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property and Equipment | $ 8,901 | $ 0 |
Accumulated depreciation | (476) | 0 |
Land | 450,000 | 0 |
Equipment, Net | 458,425 | 0 |
Office equipment and furniture [Member] | ||
Property and Equipment | 4,161 | 0 |
Machinery and equipment [Member] | ||
Property and Equipment | $ 4,740 | $ 0 |