Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2014 | Apr. 09, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Service Team Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Feb-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001535635 | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 12,430,647 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
ASSETS | ' | ' |
Cash | $1,790 | $100,895 |
Accounts receivable, net of allowances of $13,085 and $5,961, respectively | 103,580 | 110,240 |
Total current assets | 105,370 | 211,135 |
Property and equipment, net | 0 | 0 |
Prepaid expenses | 9,000 | 9,000 |
TOTAL ASSETS | 114,370 | 220,135 |
LIABILITIES & SHAREHOLDERS' (DEFICIT) | ' | ' |
Accounts payable | 117,747 | 128,167 |
Cash overdrafts | 0 | 4,399 |
Promissory note - related party | 166,279 | 199,999 |
Convertible note payable, net of discount of $0 and $6,833, respectively | 18,003 | 16,170 |
Contingent Liability | 54,100 | 54,100 |
Accrued Payroll Costs | 37,139 | 38,227 |
Accrued Interest | 1,917 | 537 |
TOTAL LIABILITIES | 395,185 | 441,599 |
Common stock, $0.001 par value, 74,000,000 authorized, 12,430,647 and 12,387,314 issued and outstanding as of February 28, 2014 and August 31, 2013, respectively. | 12,430 | 12,367 |
Additional paid in capital | 987,771 | 950,302 |
Subscriptions receivable | -10,000 | 0 |
Accumulated deficit | -1,271,016 | -1,184,133 |
TOTAL SHAREHOLDERS' (DEFICIT) | -280,815 | -221,464 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) | $114,370 | $220,135 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
PARENTHETICALS | ' | ' |
Accounts receivable, net of allowances | $13,085 | $5,961 |
Convertible note payable, net of discount | $0 | $6,833 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 74,000,000 | 74,000,000 |
Common Stock, Shares Issued | 12,430,647 | 12,387,314 |
Common Stock, Shares Outstanding | 12,430,647 | 12,387,314 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | |
REVENUES | ' | ' | ' | ' |
Sales | $442,895 | $305,691 | $920,118 | $305,871 |
COST OF SALES | ' | ' | ' | ' |
Cost of sales | 345,920 | 189,252 | 657,426 | 257,231 |
Gross Margin | 96,975 | 116,439 | 262,692 | 48,640 |
OPERATING EXPENSES | ' | ' | ' | ' |
General & administrative expenses | 174,599 | 89,304 | 331,830 | 142,943 |
Total Operating Expenses | 174,599 | 89,304 | 331,830 | 142,943 |
INCOME (LOSS) FROM OPERATIONS | -77,624 | 27,135 | -69,138 | -94,303 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Interest expense | -5,522 | -3,733 | -17,745 | -6,713 |
Total Other Income (Expense) | -5,522 | -3,733 | -17,745 | -6,713 |
NET INCOME (LOSS) | ($83,146) | $23,402 | ($86,883) | ($101,016) |
Weighted average number of common shares outstanding - basic and fully diluted | 12,414,277 | 7,707,500 | 12,392,434 | 7,707,500 |
Net income (loss) per share - basic and fully diluted | ($0.01) | $0 | ($0.01) | ($0.01) |
CONSOLIDATED_STATEMENT_OF_SHAR
CONSOLIDATED STATEMENT OF SHAREHOLDERS DEFICIT (USD $) | Common Shares | Common Amount | Additional Paid In Capital | Subscriptions Receivable | Accumulated Deficit | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance at Aug. 31, 2012 | 7,707,500 | 7,708 | 321,044 | -28,700 | -430,554 | -130,502 |
Imputed Interest on Related Party Debt | ' | $0 | $15,338 | $0 | $0 | $15,338 |
Shares Issued for Services | 300,000 | 300 | 194,700 | 0 | 0 | 195,000 |
Shares Issued for Cash | 359,814 | 359 | 171,217 | 0 | 0 | 171,576 |
Shares Issued for Acquisition | 4,000,000 | 4,000 | -4,000 | 0 | 0 | 0 |
Contributed Lease Payment from Related Party | ' | 0 | 28,000 | 0 | 0 | 28,000 |
Contributed Capital | ' | 0 | 195,000 | 0 | 0 | 195,000 |
Imputed rent expense | ' | 0 | 6,000 | 0 | 0 | 6,000 |
Beneficial conversion feature | ' | 0 | 23,003 | 0 | 0 | 23,003 |
Cash Received from Stock Receivables | ' | 0 | 0 | 28,700 | 0 | 28,700 |
Net Loss | ' | 0 | 0 | 0 | -753,579 | -753,579 |
Balance at Aug. 31, 2013 | 12,367,314 | 12,367 | 950,302 | 0 | -1,184,133 | -221,464 |
Imputed Interest on Related Party Debt | ' | 0 | 9,532 | 0 | 0 | 9,532 |
Shares Issued for Cash | 43,333 | 43 | 14,957 | 0 | 0 | 15,000 |
Shares Issued for Receivable | 20,000 | 20 | 9,980 | -10,000 | 0 | 0 |
Imputed rent expense | ' | 0 | 3,000 | 0 | 0 | 3,000 |
Net Loss | ' | $0 | $0 | $0 | ($86,883) | ($86,883) |
Balance at Feb. 28, 2014 | 12,430,647 | 12,430 | 987,771 | -10,000 | -1,271,016 | -280,815 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 6 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($86,883) | ($101,016) |
Adjustments to reconcile net loss with cash used in operations: | ' | ' |
Imputed rent expense | 3,000 | 3,000 |
Debt discount amortization | 6,833 | 0 |
Imputed interest | 9,532 | 6,713 |
CHANGE IN OPERATING ASSETS AND LIABILITIES | ' | ' |
Accounts Receivable | 6,660 | -95,476 |
Accrued Expenses | 292 | -30,221 |
Accounts Payable | -14,819 | 61,824 |
Net Cash Used in Operating Activities | -75,385 | -155,176 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from sale of stock | 15,000 | 28,700 |
Proceeds from loans with Hallmark Venture Group, Inc. * | 5,280 | 113,769 |
Payments on loans with Hallmark Venture Group, Inc. * | -39,000 | 0 |
Payments on convertible notes payable | -5,000 | 0 |
Capital Contribution * | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | -23,720 | 142,469 |
Net Decrease In Cash and Cash Equivalents | -99,105 | -12,707 |
Cash at Beginning of Period | 100,895 | 71,621 |
Cash at End of Period | 1,790 | 58,914 |
Supplemental Disclosures | ' | ' |
Interest Paid | 0 | 0 |
Taxes Paid | 0 | 0 |
Non-cash transactions: | ' | ' |
Shares issued for subscriptions receivable | 10,000 | 0 |
* Related Party | ' | ' |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Feb. 28, 2014 | |
ORGANIZATION | ' |
ORGANIZATION | ' |
NOTE 1 - ORGANIZATION | |
Organization | |
Service Team Inc. (the Company) was incorporated pursuant to the laws of the State of Nevada on June 6, 2011. The Company was organized to comply with the warranty obligations of electronic devices manufactured by companies outside of the United States. The business proved to be unprofitable and the Company reduced its warranty and repair operations. On June 5, 2013, Service Team Inc. acquired Trade Leasing, Inc. for 4,000,000 shares of its common stock, a commonly held company. Trade Leasing, Inc., a California corporation, was incorporated on November 1, 2011, and commenced business January 1, 2013. Trade Leasing, Inc. is principally involved in the manufacturing, maintenance and repair of truck bodies. | |
The Company has established a fiscal year end of August 31. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The consolidated financial statements presented in this report are the combined financial reports of Trade Leasing, Inc. and Service Team Inc. | |||||||||||||||||
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). | |||||||||||||||||
The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders’ Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying unaudited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The accompanying consolidated financial statements include the accounts of Service Team Inc. and Trade Leasing, Inc. both of which are under common control and ownership. The condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The prior periods for the three months and six months ended February 28, 2013 have been combined for both companies under common control in accordance with ASC 805. All significant inter-company transactions have been eliminated in the preparation of these financial statements. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Going Concern | |||||||||||||||||
The Company's consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, we have incurred continued losses, ongoing negative cash flows from operations, have a net working capital deficiency of $289,815, and have an accumulated deficit of approximately $1,271,016 as of February 28, 2014. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its operations by issuing common shares and debt. As of February 28, 2014, the Company had sold 6,000,000 shares to Hallmark Venture Group, Inc. at $0.001 per share for net funds to the Company of $6,000 and received capital contributions of $23,027. The Company has also sold 2,012,347 shares to various individuals and received net funds of $355,383. Hallmark Venture Group, Inc. has also loaned the Company $166,279. The major shareholder, Hallmark Venture Group, Inc., has committed to advancing additional funds as may be required for the operation of the Company. We cannot be certain that capital will be provided when it is required. | |||||||||||||||||
Cash and Equivalents | |||||||||||||||||
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at February 28, 2014 or August 31, 2013. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectable at period end and no allowance for bad debts was considered necessary. The allowance for doubtful accounts as of February 28, 2014 and August 31, 2013 was $13,085 and $5,961, respectively. | |||||||||||||||||
Accounts Receivable and Revenue Concentrations | |||||||||||||||||
The Company’s wholly owned subsidiary, Trade Leasing, Inc., has more than 400 customers. Three customers represented 18%, 12% and 11% of total receivables as of February 28, 2014. One customer represents about 36% of total receivables as of August 31, 2013. | |||||||||||||||||
During the six months ended February 28, 2014, the Company had one customer that represented about 15% of total sales. During the six months ended February 28, 2013, the Company had one customer that represented about 30% of total sales. | |||||||||||||||||
Inventory | |||||||||||||||||
The Company does not own inventory. For the Service Products division, parts are supplied to the Company without charge by the manufacturers of the electrical appliance for use in making the warranty repairs as needed. Any unused parts are considered to be immaterial as of year-end. For the Trade Leasing division, materials are purchased as needed from local suppliers; therefore, there was no additional inventory on hand at February 28, 2014 or August 31, 2013. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Equipment, vehicles and furniture, which are recorded at cost, consist primarily of fabrication equipment and are depreciated using the straight-line method over the estimated useful lives of the related assets (generally fifteen years or less). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. There was no depreciation expense during the three months ended February 28, 2014 and August 31, 2013. | |||||||||||||||||
Net property and equipment were as follows at February 28, 2014 and August 31, 2013: | |||||||||||||||||
2/28/14 | 8/31/13 | ||||||||||||||||
Equipment | $ | 233,500 | $ | 233,500 | |||||||||||||
Vehicles | 15,000 | 15,000 | |||||||||||||||
Furniture | 1,500 | 1,500 | |||||||||||||||
Subtotal | 250,000 | 250,000 | |||||||||||||||
Less accumulated depreciation | (250,000 | ) | (250,000 | ) | |||||||||||||
Total | $ | - | $ | - | |||||||||||||
Lease Commitments | |||||||||||||||||
Service Team Inc. leases a manufacturing facility at 10633 Ruchti Road, South Gate, California 90280 on a year-to-year basis for $7,000 per month. The location consists of three acres of land with two buildings a fabrication building of 6,000 square feet and a final assembly building of 12,000 square feet. The final assembly building includes a large spray booth capable of accommodating large trucks and office space for four offices. | |||||||||||||||||
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge. As a result of this contribution of office space, $3,000 and $3,000 of imputed rent expense was recorded for the six months ended February 28, 2014 and February 28, 2013. | |||||||||||||||||
Beneficial Conversion Features | |||||||||||||||||
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 on June 6, 2011. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. | |||||||||||||||||
The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |||||||||||||||||
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1. | |||||||||||||||||
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||||||
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||
Cash, accounts receivable, accounts payable, promissory notes and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature. | |||||||||||||||||
The following table presents assets that were measured and recognized at fair value as of February 28, 2014 on a recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Realized | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Loss | |||||||||||||
Convertible notes payable | $ | - | $ | - | $ | 18,003 | $ | - | |||||||||
Total | $ | - | $ | - | $ | 18,003 | $ | - | |||||||||
The following table presents assets that were measured and recognized at fair value as of August 31, 2013 on a recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Realized | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Loss | |||||||||||||
Convertible notes payable | $ | - | $ | - | $ | 16,170 | $ | - | |||||||||
Total | $ | - | $ | - | $ | 16,170 | $ | - | |||||||||
Income Taxes | |||||||||||||||||
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at February 28, 2014 and August 31, 2013 where it cannot conclude that it is more likely than not that those assets will be realized. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Trade Leasing Division | |||||||||||||||||
The Trade Leasing Division receives orders from customers to build or repair truck bodies. The company builds the requested product. At the completion of the product the truck is delivered to the customer. If the customer accepts the product Trade Leasing Inc. issues an invoice to the customer for the job. The invoice is entered into our accounting system and is recognized as revenue at that time. | |||||||||||||||||
In the Trade Leasing Division we use the completed contract method for truck bodies built, which typically have construction periods of 15 days or less. Contracts are considered complete when title has passed, the customer has accepted the product and we do not retain risks or rewards of ownership of the truck bodies. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue. Manufacturing expenses are primarily composed of aluminum cost, which is the largest component of our raw materials cost and the cost of labor. | |||||||||||||||||
Service Products Division | |||||||||||||||||
The Service Products Division repairs or replaces electrical appliances (mostly televisions), covered by warranties or insurance companies. The Company has a price list of its services that sets forth a menu of charges for various repairs or replacements. At the completion of the repair, an invoice is prepared itemizing the parts used and fixed labor rate costs are billed by the Company. The invoice is entered into our accounting system and is recognized as revenue at that time. Our invoice is paid by the warranty insurance companies. We do not take title to the product at any point during this process. | |||||||||||||||||
As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). | |||||||||||||||||
Share Based Expenses | |||||||||||||||||
The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. | |||||||||||||||||
Stock Based Compensation | |||||||||||||||||
In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception. The Company has not issued any stock options to its Board of Directors and officers as compensation for their services. If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718. | |||||||||||||||||
Net Loss Per Share | |||||||||||||||||
The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share (Basic EPS) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. As of February 28, 2014 and February 28, 2013, because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. In addition, although there was net income during the three month period ended February 28, 2013, there were no dilutive securities; therefore, there is no difference between Basic EPS and Diluted EPS for this period. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. | |||||||||||||||||
In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations. | |||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations. | |||||||||||||||||
In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
ACQUISITIONS | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
NOTE 3 - ACQUISITIONS | |||||||||||||
Stock Exchange Agreement – Trade Leasing, Inc. | |||||||||||||
On June 5, 2013, the Company closed on a Stock Exchange Agreement (SEA) with Hallmark Holdings Inc. Pursuant to the SEA, we purchased all of Hallmark’s 25,000 shares in Trade Leasing, Inc., a California corporation, which gave the Company ownership of all of its furniture, equipment and vehicles in exchange for 4,000,000 common shares of the Company. | |||||||||||||
The Company manufactures truck bodies that are attached to a truck chassis which consists of an engine, drive train, a frame with wheels, and in some cases, a cab. The truck chassis is manufactured by third parties that are major automotive or truck companies. These companies do not typically build specialized truck bodies. The company is also involved in other products used by the trucking industry. The company operates a complete manufacturing and repair facility in South Gate, California. The facility manufactures both custom and standard production truck bodies in approximately 70 different models designed to fill the specialized demands of the user. The vans are available for hauling dry freight or refrigerated freight. The refrigerated vans are built with two to four inches of foam insulating that is sprayed in place for hauling refrigerated products such as meats, vegetables, flowers and similar products. The Company installs different types of cooling systems in the trucks. This varies from motor driven units installed outside the van body or refrigeration units driven off the engine of the truck. Some refrigerated trucks use a system called cold plate where a large metal plate is cooled by power while the truck is parked. The power is then unplugged and the truck will stay cool for many hours. The Company’s customers are auto dealers and users of trucks; such as dairies, food distributors and local delivery. | |||||||||||||
This acquisition was accounted for as an acquisition by entities under common control due to the fact that both Service Team, Inc. and Trade Leasing, Inc. were and continue to be commonly held by Hallmark Venture Group, Inc., and its affiliates. The ownership structure of the Company did not change as a result nor did any of its officers change positions. | |||||||||||||
As the assets acquired were from an entity under common control, the assets from Trade Leasing, Inc. have been combined at historical cost for all periods presented, with no step-up in basis. See below for the recognition entry for the stock issued for the acquisition: | |||||||||||||
Additional paid-in-capital | $ | 4,000 | |||||||||||
Common stock, based on par value of $0.001 | $ | -4,000 | |||||||||||
Also pursuant to ASC Section 805-50-45, financial statements and financial information presented for 2012 have been retrospectively adjusted to furnish comparative information. Therefore, the accompanying combined statement of operations for the three and six months ended February 28, 2014 presents the combined financial position and results of operations of the Company and Trade Leasing, Inc. | |||||||||||||
Intercompany transactions occurred on or after November 1, 2011, have been eliminated. Likewise, for the period from November 1, 2011 through August 31, 2013, effects of any intra-entity transactions (between the Company and Trade Leasing, Inc.) have been eliminated, resulting in operations for the period prior to Acquisition date essentially being on the same basis as operations post Acquisition date. | |||||||||||||
The impact of the retrospective adjustment on the Company’s combined statement of operations for the three and six months ended February 28, 2014, are summarized below. | |||||||||||||
STATEMENT OF OPERATIONS | |||||||||||||
Three Months Ended February 28, 2013 | |||||||||||||
The Company | Trade Leasing | Combined Company and Trade Leasing | |||||||||||
Revenues | $ | 131 | $ | 305,560 | $ | 305,691 | |||||||
Cost of sales | (42,480 | ) | (146,772 | ) | (189,252 | ) | |||||||
Gross Margin | (42,349 | ) | 158,788 | 116,439 | |||||||||
Operating Expenses | (26,682 | ) | -62,622 | (89,304 | ) | ||||||||
Operating (Loss) Income | (69,031 | ) | 96,166 | 27,135 | |||||||||
Other expense | |||||||||||||
Interest expense | (3,733 | ) | - | (3,733 | ) | ||||||||
Net Income (Loss) | $ | (72,764 | ) | $ | 96,166 | $ | 23,402 | ||||||
STATEMENT OF OPERATIONS | |||||||||||||
Six Months Ended February 28, 2013 | |||||||||||||
The Company | Trade Leasing | Combined Company and Trade Leasing | |||||||||||
Revenues | $ | 311 | $ | 305,560 | $ | 305,871 | |||||||
Cost of sales | (89,459 | ) | (167,772 | ) | (257,231 | ) | |||||||
Gross Margin | (89,148 | ) | 137,788 | 48,640 | |||||||||
Operating Expenses | (80,221 | ) | (62,722 | ) | (142,943 | ) | |||||||
Operating (Loss) Income | (169,369 | ) | 75,066 | (94,303 | ) | ||||||||
Other expense | |||||||||||||
Interest expense | (6,713 | ) | - | (6,713 | ) | ||||||||
Net Income (Loss) | $ | (176,082 | ) | $ | 75,066 | $ | (101,016 | ) |
CAPITAL_STOCK
CAPITAL STOCK | 6 Months Ended |
Feb. 28, 2014 | |
CAPITAL STOCK | ' |
CAPITAL STOCK | ' |
NOTE 4 – CAPITAL STOCK | |
The Company’s authorized capital is 74,000,000 common shares with a par value of $0.001 per share and 100,000 preferred shares with a par value of $0.001 per share. | |
2013 | |
During the fiscal year ended August 31, 2013 the company sold 359,814 shares to various individuals for cash of $171,576. An additional cash amount of $28,700 was received from the stock receivable at August 31, 2012. | |
During the fiscal year ended August 31, 2013, $15,338 of interest expense was imputed from a promissory note with related party Hallmark Venture Group, Inc. based upon the average balance during the year at an interest rate of 10 percent. | |
On April 16, 2013, the Company granted 300,000 restricted shares to Newport Capital Consultants for consulting services to be performed over the two year period beginning on that date. As there were no claw-back provisions on the shares, the Company expensed fully the fair value of the shares on the Agreement date valued at $195,000 based upon the closing market price on the date of grant. In addition, 300,000 trading shares were contributed by U.S. Affiliated, Inc. which was accounted for as a capital contribution of shares which were transferred to Newport Capital Consultants as additional stock compensation expense of $195,000 based upon the closing market price on the date of grant. | |
On May 31, 2013, the Company issued 4,000,000 shares to Hallmark Venture Group, Inc. as consideration its interest in the 25,000 shares of Trade Leasing, Inc., on June 5, 2013; the shares were booked at par value issuance cost with a decrease to additional paid in capital of $4,000 due to treatment requirements for stock granted for an acquisition of an entity under common control. The transaction was accounted for as an acquisition of entity under common control which requires booking the transaction at historical cost. | |
On June 21, 2013, for value received, the Company gave a convertible promissory note to Howard Nunn, in the original principal amount of $23,003 (the “Nunn Note”). The Nunn Note has a maturity date of September 30, 2013, and principle and accrued interest at the rate of twelve percent (12%). The note holder has an option to convert the note into Common Stock at the price of $0.50 per share. | |
The Company evaluated the Nunn Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.75 below the market price on June 21, 2013 of $1.25 provided a value of $23,003; which was recorded as an increase to additional paid in capital and a reduction of debt due to the discount. As of August 31, 2013, the remaining debt discount balance was $6,833. | |
During the fiscal year ended August 31, 2013, $6,000 of rent expense was imputed from a lease note with related party Hallmark Venture Group, Inc. based upon the calculated fair value of the space provided at no cost to the Company. | |
During the fiscal year ended August 31, 2013, $28,000 of capital was contributed by Hallmark Venture Group, Inc., in payment of lease expenses for Trade Leasing, Inc. | |
2014 | |
During the three months ended November 30, 2013 the Company sold 20,000 shares for a $10,000 receivable from one investor. | |
During the three months ended February 28, 2014 the Company sold 43,333 shares for $15,000 of cash from an unrelated investor. | |
During the six months ended February 28, 2014, $3,000 of rent expense was imputed from a lease note with related party Hallmark Venture Group, Inc. based upon the calculated fair value of the space provided at no cost to the Company. | |
During the three months ended February 28, 2014, $9,532 of interest expense was imputed from a promissory note with related party Hallmark Venture Group, Inc. based upon the average balance during the period at an interest rate of 10 percent. | |
No preferred shares have been issued. | |
As of February 28, 2014, and August 31, 2013, the Company has not granted any stock options. | |
Stock Based Compensation | |
We have accounted for stock based compensation under the provisions of FASB Accounting Standards codification (ASC) 718-10-55. (Prior authoritative literature: FASB Statement 123 (R), Share-based payment.) This statement requires us to record any expense associated with the fair value of stock based compensation. Determining fair value requires input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate. |
DEBT_TRANSACTIONS
DEBT TRANSACTIONS | 6 Months Ended |
Feb. 28, 2014 | |
DEBT TRANSACTIONS | ' |
DEBT TRANSACTIONS | ' |
NOTE 5 – DEBT TRANSACTIONS | |
Convertible Note Payable | |
On June 21, 2013, for value received, the Company gave a convertible promissory note to Howard Nunn, in the original principal amount of $23,003 (the Nunn Note). The Nunn Note has a maturity date of September 30, 2014, and principle and accrued interest at the rate of twelve percent (12%). The note holder has an option to convert the note into Common Stock at the price of $0.50 per share. | |
The Company evaluated the Nunn Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.75 below the market price on June 21, 2013 of $1.25 provided a value of $23,003; which was recorded as an increase to additional paid in capital and a reduction of debt due to the discount. The discount was amortized accordingly to the effective interest method over the term of the convertible note in the amount of $6,833 for the six months ended February 28, 2014. As of February 28, 2014, the remaining debt discount balance was $0. Accrued interest at February 28, 2014 and August 31, 2013 were $1,917 and $537, respectively. | |
Promissory Note – Related Party | |
On August 25, 2011, the Company entered into a loan agreement with Hallmark Venture Group, Inc., with no maturity date or interest rate. During the fiscal year ended August 31, 2013 and the six months ended February 28, 2014, the Company has received funds of $141,493and $5,280, respectively, and repaid funds of $48,258 and $39,000, respectively. During the six month periods ended February 28, 2014 and February 28, 2013, the Company has imputed interest at a reasonable rate of 10 percent totaling $9,532 and $6,713, respectively. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 28, 2014 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 6 - RELATED PARTY TRANSACTIONS | |
Promissory Note – Related Party | |
On August 25, 2011, the Company entered into a loan agreement with Hallmark Venture Group, Inc., with no maturity date or interest rate. During the fiscal year ended August 31, 2013 and the six months ended February 28, 2014, the Company has received funds of $141,493and $5,280, respectively, and repaid funds of $48,258 and $39,000, respectively. During the six month periods ended February 28, 2014 and February 28, 2013, the Company has imputed interest at a reasonable rate of 10 percent totaling $9,532 and $6,713, respectively. | |
Common Stock Transactions | |
On May 31, 2013, the Company issued 4,000,000 shares to Hallmark Venture Group, Inc. as consideration its interest in the 25,000 shares of Trade Leasing, Inc., on June 5, 2013; the shares were booked at par value issuance cost with a decrease to additional paid in capital of $4,000 due to treatment requirements for stock granted for an acquisition of an entity under common control. The transaction was accounted for as an acquisition of entity under common control which requires booking the transaction at historical cost. | |
Lease Commitments | |
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge. As a result of this contribution of office space, $3,000 and $3,000 of imputed rent expense was recorded for the six month periods ended February 28, 2014 and February 28, 2013. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
INCOME TAXES | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 7 – INCOME TAXES | |||||||||
The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. | |||||||||
No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $707,761 as of February 28, 2014, that will be offset against future taxable income. The available net operating loss carry forwards of approximately $707,761 will expire in various years through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards. | |||||||||
The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows at February 28, 2014 and August 31, 2013: | |||||||||
2/28/14 | 8/31/13 | ||||||||
Net tax loss carry-forwards | $ | 707,761 | $ | 631,243 | |||||
Statutory rate | 34 | % | 34 | % | |||||
Expected tax recovery | 240,639 | 217,623 | |||||||
Change in valuation allowance | (240,639 ) | (217,623 | ) | ||||||
Income tax provision | $ | - | $ | - | |||||
Components of deferred tax asset: | |||||||||
Non capital tax loss carry forwards | $ | 240,639 | $ | 217,623 | |||||
Less: valuation allowance | (240,639 | ) | (217,623 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Feb. 28, 2014 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 8 – COMMITMENTS AND CONTINGENCIES | |
Litigation | |
None. | |
Operating Leases | |
Service Team Inc. leases a manufacturing facility at 10633 Ruchti Road, South Gate, California 90280 on a year-to-year basis for $7,000 per month. The location consists of three acres of land with two buildings, a fabrication building of 6,000 square feet and a final assembly building of 12,000 square feet. The final assembly building includes a large spray booth capable of accommodating large trucks and office space for four offices. The minimum lease payments required over the next 12 months is $84,000. | |
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge. As a result of this contribution of office space, $3,000 and $3,000 of imputed rent expense was recorded for the six month periods ended February 28, 2014 and February 28, 2013. |
SEGMENT_REPORTING
SEGMENT REPORTING | 6 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
SEGMENT REPORTING | ' | ||||||||||||
SEGMENT REPORTING | ' | ||||||||||||
NOTE 9 – SEGMENT REPORTING | |||||||||||||
Our operations are managed through two operating segments, as shown below. We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting. Each of the operating segments is managed under a common structure chaired by our Chief Executive Officer and discrete financial information for both of the segments is available. Our Chief Executive Officer uses the operating results of each of the two operating segments for performance evaluation and resource allocation and, as such, is the chief operating decision maker. The activities of each of our segments from which they earn revenues and incur expenses are described below: | |||||||||||||
? | The Trade Leasing segment is involved in the manufacture and repair of truck bodies. | ||||||||||||
? | The Service Products segment specializes in electronics service, repair and sales. | ||||||||||||
Summarized financial information concerning reportable segments is shown in the following table for the six months ended: | |||||||||||||
February 28, 2014: | |||||||||||||
Service Products | Trade Leasing | Total | |||||||||||
Revenues | $ | - | $ | 920,118 | $ | 920,118 | |||||||
Cost of sales | (7,243 | ) | (650,183 | ) | (657,426 | ) | |||||||
Gross Margin | (7,243 | ) | 269,935 | 262,692 | |||||||||
Operating Expenses | (42,038 | ) | (289,792 | ) | (331,830 | ) | |||||||
Operating Loss | (49,281 | ) | (19,857 | ) | (69,138 | ) | |||||||
Other expense | |||||||||||||
Interest expense | (17,745 | ) | - | (17,745 | ) | ||||||||
Net Loss | $ | (67,026 | ) | $ | (19,857 | ) | $ | (86,883 | ) | ||||
February 28, 2013: | |||||||||||||
Service Products | Trade Leasing | Total | |||||||||||
Revenues | $ | 311 | $ | 305,560 | $ | 305,871 | |||||||
Cost of sales | (89,459 | ) | (167,772 | ) | (257,231 | ) | |||||||
Gross Margin | (89,148 | ) | 137,788 | 48,640 | |||||||||
Operating Expenses | (80,221 | ) | (62,722 | ) | (142,943 | ) | |||||||
Operating (Loss) Income | (169,369 | ) | 75,066 | (94,303 | ) | ||||||||
Other expense | |||||||||||||
Interest expense | (6,713 | ) | - | (6,713 | ) | ||||||||
Net Income (Loss) | $ | (176,082 | ) | $ | 75,066 | $ | (101,016 | ) |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2014 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 10 – SUBSEQUENT EVENTS | |
There were no subsequent events through the date that the financial statements were issued. |
ACCOUNTING_POLICIES_POLICIES
ACCOUNTING POLICIES (POLICIES) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
ACCOUNTING POLICIES (POLICIES) | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The consolidated financial statements presented in this report are the combined financial reports of Trade Leasing, Inc. and Service Team Inc. | |||||||||||||||||
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). | |||||||||||||||||
The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders’ Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying unaudited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The accompanying consolidated financial statements include the accounts of Service Team Inc. and Trade Leasing, Inc. both of which are under common control and ownership. The condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The prior periods for the three months and six months ended February 28, 2013 have been combined for both companies under common control in accordance with ASC 805. All significant inter-company transactions have been eliminated in the preparation of these financial statements. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Going Concern | ' | ||||||||||||||||
Going Concern | |||||||||||||||||
The Company's consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, we have incurred continued losses, ongoing negative cash flows from operations, have a net working capital deficiency of $289,815, and have an accumulated deficit of approximately $1,271,016 as of February 28, 2014. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its operations by issuing common shares and debt. As of February 28, 2014, the Company had sold 6,000,000 shares to Hallmark Venture Group, Inc. at $0.001 per share for net funds to the Company of $6,000 and received capital contributions of $23,027. The Company has also sold 2,012,347 shares to various individuals and received net funds of $355,383. Hallmark Venture Group, Inc. has also loaned the Company $166,279. The major shareholder, Hallmark Venture Group, Inc., has committed to advancing additional funds as may be required for the operation of the Company. We cannot be certain that capital will be provided when it is required. | |||||||||||||||||
Cash and Equivalents | ' | ||||||||||||||||
Cash and Equivalents | |||||||||||||||||
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at February 28, 2014 or August 31, 2013. | |||||||||||||||||
Concentration of Credit Risk Policy | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits. | |||||||||||||||||
Accounts Receivable Policy | ' | ||||||||||||||||
Accounts Receivable | |||||||||||||||||
All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectable at period end and no allowance for bad debts was considered necessary. The allowance for doubtful accounts as of February 28, 2014 and August 31, 2013 was $13,085 and $5,961, respectively. | |||||||||||||||||
Accounts Receivable and Revenue Concentrations | ' | ||||||||||||||||
Accounts Receivable and Revenue Concentrations | |||||||||||||||||
The Company’s wholly owned subsidiary, Trade Leasing, Inc., has more than 400 customers. Three customers represented 18%, 12% and 11% of total receivables as of February 28, 2014. One customer represents about 36% of total receivables as of August 31, 2013. | |||||||||||||||||
During the six months ended February 28, 2014, the Company had one customer that represented about 15% of total sales. During the six months ended February 28, 2013, the Company had one customer that represented about 30% of total sales. | |||||||||||||||||
Inventory Policy | ' | ||||||||||||||||
Inventory | |||||||||||||||||
The Company does not own inventory. For the Service Products division, parts are supplied to the Company without charge by the manufacturers of the electrical appliance for use in making the warranty repairs as needed. Any unused parts are considered to be immaterial as of year-end. For the Trade Leasing division, materials are purchased as needed from local suppliers; therefore, there was no additional inventory on hand at February 28, 2014 or August 31, 2013. | |||||||||||||||||
Property and Equipment Policy | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Equipment, vehicles and furniture, which are recorded at cost, consist primarily of fabrication equipment and are depreciated using the straight-line method over the estimated useful lives of the related assets (generally fifteen years or less). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. There was no depreciation expense during the three months ended February 28, 2014 and August 31, 2013. | |||||||||||||||||
Net property and equipment were as follows at February 28, 2014 and August 31, 2013: | |||||||||||||||||
2/28/14 | 8/31/13 | ||||||||||||||||
Equipment | $ | 233,500 | $ | 233,500 | |||||||||||||
Vehicles | 15,000 | 15,000 | |||||||||||||||
Furniture | 1,500 | 1,500 | |||||||||||||||
Subtotal | 250,000 | 250,000 | |||||||||||||||
Less accumulated depreciation | (250,000 | ) | (250,000 | ) | |||||||||||||
Total | $ | - | $ | - | |||||||||||||
Lease Commitments | ' | ||||||||||||||||
Lease Commitments | |||||||||||||||||
Service Team Inc. leases a manufacturing facility at 10633 Ruchti Road, South Gate, California 90280 on a year-to-year basis for $7,000 per month. The location consists of three acres of land with two buildings a fabrication building of 6,000 square feet and a final assembly building of 12,000 square feet. The final assembly building includes a large spray booth capable of accommodating large trucks and office space for four offices. | |||||||||||||||||
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge. As a result of this contribution of office space, $3,000 and $3,000 of imputed rent expense was recorded for the six months ended February 28, 2014 and February 28, 2013. | |||||||||||||||||
Beneficial Conversion Features | ' | ||||||||||||||||
Beneficial Conversion Features | |||||||||||||||||
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 on June 6, 2011. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. | |||||||||||||||||
The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |||||||||||||||||
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1. | |||||||||||||||||
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||||||
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||
Cash, accounts receivable, accounts payable, promissory notes and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature. | |||||||||||||||||
The following table presents assets that were measured and recognized at fair value as of February 28, 2014 on a recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Realized | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Loss | |||||||||||||
Convertible notes payable | $ | - | $ | - | $ | 18,003 | $ | - | |||||||||
Total | $ | - | $ | - | $ | 18,003 | $ | - | |||||||||
The following table presents assets that were measured and recognized at fair value as of August 31, 2013 on a recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Realized | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Loss | |||||||||||||
Convertible notes payable | $ | - | $ | - | $ | 16,170 | $ | - | |||||||||
Total | $ | - | $ | - | $ | 16,170 | $ | - | |||||||||
Income Taxes Policy | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at February 28, 2014 and August 31, 2013 where it cannot conclude that it is more likely than not that those assets will be realized. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Trade Leasing Division | |||||||||||||||||
The Trade Leasing Division receives orders from customers to build or repair truck bodies. The company builds the requested product. At the completion of the product the truck is delivered to the customer. If the customer accepts the product Trade Leasing Inc. issues an invoice to the customer for the job. The invoice is entered into our accounting system and is recognized as revenue at that time. | |||||||||||||||||
In the Trade Leasing Division we use the completed contract method for truck bodies built, which typically have construction periods of 15 days or less. Contracts are considered complete when title has passed, the customer has accepted the product and we do not retain risks or rewards of ownership of the truck bodies. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue. Manufacturing expenses are primarily composed of aluminum cost, which is the largest component of our raw materials cost and the cost of labor. | |||||||||||||||||
Service Products Division | |||||||||||||||||
The Service Products Division repairs or replaces electrical appliances (mostly televisions), covered by warranties or insurance companies. The Company has a price list of its services that sets forth a menu of charges for various repairs or replacements. At the completion of the repair, an invoice is prepared itemizing the parts used and fixed labor rate costs are billed by the Company. The invoice is entered into our accounting system and is recognized as revenue at that time. Our invoice is paid by the warranty insurance companies. We do not take title to the product at any point during this process. | |||||||||||||||||
As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). | |||||||||||||||||
Share Based Expenses Policy | ' | ||||||||||||||||
Share Based Expenses | |||||||||||||||||
The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. | |||||||||||||||||
Stock Based Compensation Policy | ' | ||||||||||||||||
Stock Based Compensation | |||||||||||||||||
In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception. The Company has not issued any stock options to its Board of Directors and officers as compensation for their services. If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718. | |||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
Net Loss Per Share | |||||||||||||||||
The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share (Basic EPS) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. As of February 28, 2014 and February 28, 2013, because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. In addition, although there was net income during the three month period ended February 28, 2013, there were no dilutive securities; therefore, there is no difference between Basic EPS and Diluted EPS for this period. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. | |||||||||||||||||
In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations. | |||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations. | |||||||||||||||||
In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. |
Property_and_Equipment_TABLES
Property and Equipment (TABLES) | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Property and Equipment (TABLES) | ' | ||||||||
Property and Equipment (TABLES) | ' | ||||||||
Net property and equipment were as follows at February 28, 2014 and August 31, 2013: | |||||||||
2/28/14 | 8/31/13 | ||||||||
Equipment | $ | 233,500 | $ | 233,500 | |||||
Vehicles | 15,000 | 15,000 | |||||||
Furniture | 1,500 | 1,500 | |||||||
Subtotal | 250,000 | 250,000 | |||||||
Less accumulated depreciation | (250,000 | ) | (250,000 | ) | |||||
Total | $ | - | $ | - |
Following_table_presents_asset
Following table presents assets that were measured and recognized at fair value (Tables) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
Following table presents assets that were measured and recognized at fair value | ' | ||||||||||||||||
Following table presents assets that were measured and recognized at fair value | ' | ||||||||||||||||
The following table presents assets that were measured and recognized at fair value as of February 28, 2014 on a recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Realized | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Loss | |||||||||||||
Convertible notes payable | $ | - | $ | - | $ | 18,003 | $ | - | |||||||||
Total | $ | - | $ | - | $ | 18,003 | $ | - | |||||||||
The following table presents assets that were measured and recognized at fair value as of August 31, 2013 on a recurring basis: | |||||||||||||||||
Total | |||||||||||||||||
Realized | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Loss | |||||||||||||
Convertible notes payable | $ | - | $ | - | $ | 16,170 | $ | - | |||||||||
Total | $ | - | $ | - | $ | 16,170 | $ | - |
Recognized_Identified_Assets_A
Recognized Identified Assets Acquired (Tables) | 6 Months Ended | ||||
Feb. 28, 2014 | |||||
Recognized Identified Assets Acquired | ' | ||||
Recognized Identified Assets Acquired | ' | ||||
As the assets acquired were from an entity under common control, the assets from Trade Leasing, Inc. have been combined at historical cost for all periods presented, with no step-up in basis. See below for the recognition entry for the stock issued for the acquisition: | |||||
Additional paid-in-capital | $ | 4,000 | |||
Common stock, based on par value of $0.001 | $ | -4,000 |
The_impact_of_the_retrospectiv
The impact of the retrospective adjustment on the Company's combined statement of operations (TABLES) | 6 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
The impact of the retrospective adjustment on the Company's combined statement of operations | ' | ||||||||||||
The impact of the retrospective adjustment on the Company's combined statement of operations | ' | ||||||||||||
The impact of the retrospective adjustment on the Company’s combined statement of operations for the three and six months ended February 28, 2014, are summarized below. | |||||||||||||
STATEMENT OF OPERATIONS | |||||||||||||
Three Months Ended February 28, 2013 | |||||||||||||
The Company | Trade Leasing | Combined Company and Trade Leasing | |||||||||||
Revenues | $ | 131 | $ | 305,560 | $ | 305,691 | |||||||
Cost of sales | (42,480 | ) | (146,772 | ) | (189,252 | ) | |||||||
Gross Margin | (42,349 | ) | 158,788 | 116,439 | |||||||||
Operating Expenses | (26,682 | ) | -62,622 | (89,304 | ) | ||||||||
Operating (Loss) Income | (69,031 | ) | 96,166 | 27,135 | |||||||||
Other expense | |||||||||||||
Interest expense | (3,733 | ) | - | (3,733 | ) | ||||||||
Net Income (Loss) | $ | (72,764 | ) | $ | 96,166 | $ | 23,402 | ||||||
STATEMENT OF OPERATIONS | |||||||||||||
Six Months Ended February 28, 2013 | |||||||||||||
The Company | Trade Leasing | Combined Company and Trade Leasing | |||||||||||
Revenues | $ | 311 | $ | 305,560 | $ | 305,871 | |||||||
Cost of sales | (89,459 | ) | (167,772 | ) | (257,231 | ) | |||||||
Gross Margin | (89,148 | ) | 137,788 | 48,640 | |||||||||
Operating Expenses | (80,221 | ) | (62,722 | ) | (142,943 | ) | |||||||
Operating (Loss) Income | (169,369 | ) | 75,066 | (94,303 | ) | ||||||||
Other expense | |||||||||||||
Interest expense | (6,713 | ) | - | (6,713 | ) | ||||||||
Net Income (Loss) | $ | (176,082 | ) | $ | 75,066 | $ | (101,016 | ) |
Components_Of_Income_Tax_Expen
Components Of Income Tax Expense Benefit (Tables) | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Components Of Income Tax Expense Benefit | ' | ||||||||
Components Of Income Tax Expense Benefit | ' | ||||||||
The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows at February 28, 2014 and August 31, 2013: | |||||||||
2/28/14 | 8/31/13 | ||||||||
Net tax loss carry-forwards | $ | 707,761 | $ | 631,243 | |||||
Statutory rate | 34 | % | 34 | % | |||||
Expected tax recovery | 240,639 | 217,623 | |||||||
Change in valuation allowance | (240,639 ) | (217,623 | ) | ||||||
Income tax provision | $ | - | $ | - | |||||
Components of deferred tax asset: | |||||||||
Non capital tax loss carry forwards | $ | 240,639 | $ | 217,623 | |||||
Less: valuation allowance | (240,639 | ) | (217,623 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Summarized_financial_informati
Summarized financial information concerning reportable segments is shown in the following (Tables) | 6 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
Summarized financial information concerning reportable segments is shown in the following | ' | ||||||||||||
Summarized financial information concerning reportable segments is shown in the following | ' | ||||||||||||
Summarized financial information concerning reportable segments is shown in the following table for the six months ended: | |||||||||||||
February 28, 2014: | |||||||||||||
Service Products | Trade Leasing | Total | |||||||||||
Revenues | $ | - | $ | 920,118 | $ | 920,118 | |||||||
Cost of sales | (7,243 | ) | (650,183 | ) | (657,426 | ) | |||||||
Gross Margin | (7,243 | ) | 269,935 | 262,692 | |||||||||
Operating Expenses | (42,038 | ) | (289,792 | ) | (331,830 | ) | |||||||
Operating Loss | (49,281 | ) | (19,857 | ) | (69,138 | ) | |||||||
Other expense | |||||||||||||
Interest expense | (17,745 | ) | - | (17,745 | ) | ||||||||
Net Loss | $ | (67,026 | ) | $ | (19,857 | ) | $ | (86,883 | ) | ||||
February 28, 2013: | |||||||||||||
Service Products | Trade Leasing | Total | |||||||||||
Revenues | $ | 311 | $ | 305,560 | $ | 305,871 | |||||||
Cost of sales | (89,459 | ) | (167,772 | ) | (257,231 | ) | |||||||
Gross Margin | (89,148 | ) | 137,788 | 48,640 | |||||||||
Operating Expenses | (80,221 | ) | (62,722 | ) | (142,943 | ) | |||||||
Operating (Loss) Income | (169,369 | ) | 75,066 | (94,303 | ) | ||||||||
Other expense | |||||||||||||
Interest expense | (6,713 | ) | - | (6,713 | ) | ||||||||
Net Income (Loss) | $ | (176,082 | ) | $ | 75,066 | $ | (101,016 | ) |
Organization_Narrative_DETAILS
Organization Narrative (DETAILS) | Jun. 05, 2013 |
Organization Consists Of: | ' |
Number of shares of common stock acquired in Trade Leasing Inc. A commonly held company | 4,000,000 |
GOING_CONCERN_DETAILS
GOING CONCERN (DETAILS) (USD $) | Feb. 28, 2014 |
Going concern details | ' |
Accumulated deficit | $1,271,016 |
Going_Concern_STOCK_TRANSACTIO
Going Concern - STOCK TRANSACTIONS (DETAILS) (USD $) | Feb. 28, 2014 |
Stock transactions - going concern | ' |
No of Shares issued to Hallmark Venture Group, Inc., | 6,000,000 |
Price per share of stock issued to Hallmark Venture Group, Inc., | $0.00 |
Value of shares issued to Hallmark Venture Group, Inc., | $6,000 |
Hallmark Venture Group, Inc capital contributions., | 23,027 |
No of Shares issued to various individuals ., | 2,012,347 |
Value of Shares issued to various individuals ., | 355,383 |
Loan from Hallmark Venture Group, Inc., | $166,279 |
Accounts_Receivable_and_Revenu
Accounts Receivable and Revenue Concentrations (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Accounts Receivable and Revenue Concentrations {1} | ' | ' |
Allowance for doubtful accounts | $13,085 | $5,961 |
Percentage of total receivables by one customer | 18.00% | 36.00% |
Percentage of total sales by one customer | 15.00% | ' |
Percentage of total receivables by second customer | 12.00% | ' |
Percentage of total receivables by third customer | 11.00% | ' |
Net_property_and_equipment_wer
Net property and equipment were as follows (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Net property and equipment were as follows | ' | ' |
Equipment | $233,500 | $233,500 |
Vehicles | 15,000 | 15,000 |
Furniture | 1,500 | 1,500 |
Subtotal | 250,000 | 250,000 |
Less accumulated depreciation | -250,000 | -250,000 |
Total Net property and equipment | $0 | $0 |
Lease_Commitments_Details
Lease Commitments (Details) (USD $) | Feb. 28, 2014 | Feb. 28, 2013 |
Lease Commitments: | ' | ' |
Lease of California office premises per month | $7,000 | $0 |
Imputed rent expense recorded | $3,000 | $3,000 |
Assets_that_were_measured_and_
Assets that were measured and recognized at fair value (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Level 1 | ' | ' |
Convertible notes payable | $0 | $0 |
Total | 0 | 0 |
Level 2 | ' | ' |
Convertible notes payable | 0 | 0 |
Total | 0 | 0 |
Level 3 | ' | ' |
Convertible notes payable | 18,003 | 16,170 |
Total | 18,003 | 16,170 |
Total Realized Loss | ' | ' |
Convertible notes payable | 0 | 0 |
Total: | $0 | $0 |
Adjustment_on_the_Companys_sta
Adjustment on the Company's statement of operations summarized below. (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Feb. 28, 2013 | Feb. 28, 2013 | |
The Company as restated | ' | ' |
Revenues | $131 | $311 |
Cost of sales | -42,480 | -89,459 |
Gross Margin | -42,349 | -89,148 |
Operating Expenses | -26,682 | -80,221 |
Operating (Loss) Income | -69,031 | -169,369 |
Interest expense | -3,733 | -6,713 |
Net Loss | -72,764 | -176,082 |
Trade Leasing | ' | ' |
Revenues | 305,560 | 305,560 |
Cost of sales | -146,772 | -167,772 |
Gross Margin | 158,788 | 137,788 |
Operating Expenses | -62,622 | -62,722 |
Operating (Loss) Income | 96,166 | 75,066 |
Interest expense | 0 | 0 |
Net Loss | 96,166 | 75,066 |
Combined Company and Trade Leasing | ' | ' |
Revenues | 305,691 | 305,871 |
Cost of sales | -189,252 | -257,231 |
Gross Margin | 116,439 | 48,640 |
Operating Expenses | -89,304 | -142,943 |
Operating (Loss) Income | 27,135 | -94,303 |
Interest expense | -3,733 | -6,713 |
Net Loss | $23,402 | ($101,016) |
Stock_Exchange_Agreement_Trade
Stock Exchange Agreement - Trade Leasing, Inc. (Details) (USD $) | Feb. 28, 2014 |
Stock Exchange Agreement - Trade Leasing, Inc.: | ' |
Purchase of Hallmark's shares | 25,000 |
Common shares given in exchange for furniture, equipment and vehicles | 4,000,000 |
Additional Paid-in-capital | $4,000 |
Common stock, based on par value of $0.001 | ($4,000) |
CAPITAL_STOCK_TRANSACTIONS_DET
CAPITAL STOCK TRANSACTIONS (DETAILS) (USD $) | Feb. 28, 2014 | Jun. 21, 2013 | 31-May-13 | Apr. 16, 2013 |
Capital stock transactions details | ' | ' | ' | ' |
Authorized common shares with a par value of $0.001 | 74,000,000 | ' | ' | ' |
Preferred shares with a par value of $0.001 per share | 100,000 | ' | ' | ' |
Shares of common stockissued to Hallmark venture Group | ' | ' | 4,000,000 | ' |
Price per share of common stock issued to Hallmark Venture Group, Inc | $0.00 | ' | $0.00 | ' |
Value of common stock issued to Hallmark Venture Group, Inc | ' | ' | $4,000 | ' |
Consideration of shares as its interest in the shares of Trade Leasing, Inc., | ' | ' | 25,000 | ' |
Restricted shares issued to Newport Capital Consultants for broker services | ' | ' | ' | 300,000 |
Value of Restricted shares issued to Newport Capital Consultants for broker services | ' | ' | ' | 195,000 |
Trading shares were contributed by Hallmark Venture Group, Inc. | ' | ' | ' | 300,000 |
Amount transferred to Newport Capital Consultants as additional stock compensation expense | ' | ' | ' | 195,000 |
convertible promissory note to Howard Nunn, in the original principal amount of | ' | 23,003 | ' | ' |
Accrued interest at the rate of twelve percent | ' | 12.00% | ' | ' |
Option to convert the note into Common Stock at the price of | ' | $0.50 | ' | ' |
Remaining debt balance due to discount and a reduction of debt | $0 | $6,833 | ' | ' |
STOCK_ISSUES_DETAILS
STOCK ISSUES (DETAILS) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | Nov. 30, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | |
STOCK ISSUES: | ' | ' | ' | ' |
NO of shares of common stock sold for individuals | 43,333 | 20,000 | ' | 359,814 |
Value of shares of common stock sold for individuals | $15,000 | $10,000 | ' | $171,576 |
Interest expense imputed from related party promissory note | 9,532 | 4,700 | ' | 15,338 |
Interest rate per year on promissory note | ' | 12.00% | ' | 10.00% |
Rent expense imputed from a lease note with related party | ' | 1,500 | 3,000 | 6,000 |
Capital contributed by Hallmark Venture group Inc. | ' | ' | ' | $28,000 |
DEBT_TRANSACTIONS_AS_FOLLOWS_d
DEBT TRANSACTIONS AS FOLLOWS (details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 | Jun. 21, 2013 | Feb. 28, 2013 |
Convertible Note Payable As Follows: | ' | ' | ' | ' |
Convertible promissory note issued to Howard Nunn, in the original principal amount of | ' | ' | $23,003 | ' |
interest accrued at the rate of twelve percent | ' | ' | 12.00% | ' |
conversion price of the note into Common Stock at the price of | ' | ' | $0.50 | ' |
Beneficial conversion feature discount resulting from the conversion price | ' | ' | $0.75 | ' |
Provided a value of | ' | ' | 23,003 | ' |
Effective interest method over the term of the convertible note in the amount | 6,833 | ' | ' | ' |
Remaining debt discount balance | 0 | ' | ' | ' |
Accrued interest | 1,917 | 537 | ' | ' |
Promissory Note - Related Party | ' | ' | ' | ' |
Received funds | 5,280 | 141,493 | ' | ' |
Repaid funds | 39,000 | 48,258 | ' | ' |
Imputed interest at a reasonable rate | 10.00% | ' | ' | 10.00% |
Imputed interest at a reasonable rate totaling | $9,532 | ' | ' | $6,713 |
RELATED_PARTY_TRANSACTIONS_AS_
RELATED PARTY TRANSACTIONS AS FOLLOWS (Details) (USD $) | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2013 |
RELATED PARTY TRANSACTIONS - Common Stock Transactions: | ' | ' | ' |
Issued shares | ' | 4,000,000 | ' |
Consideration interest in shares | ' | 25,000 | ' |
Issuance cost with a decrease to additional paid in capital | ' | $4,000 | ' |
RELATED PARTY TRANSACTIONS - Lease Commitments: | ' | ' | ' |
Executive offices are located in square feet | 600 | ' | ' |
Imputed rent expense recorded for the six month periods ended | $3,000 | ' | $3,000 |
Components_of_Income_Taxes_Det
Components of Income Taxes (Details) (USD $) | 6 Months Ended | |
Feb. 28, 2014 | Aug. 31, 2013 | |
Components of Income Taxes: | ' | ' |
Net tax loss carry-forwards | $707,761 | $631,243 |
Statutory rate | 34.00% | 34.00% |
Expected tax recovery | 240,639 | 217,623 |
Change in valuation allowance | -240,639 | -217,623 |
Income tax provision | $0 | $0 |
Components_of_deferred_tax_ass
Components of deferred tax assets (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Components of deferred tax asset: | ' | ' |
Non capital tax loss carry forwards | $240,639 | $217,623 |
Less: valuation allowance | -240,639 | -217,623 |
Net deferred tax asset | $0 | $0 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Feb. 28, 2014 | Feb. 28, 2013 |
COMMITMENTS AND CONTINGENCIES CONSISTS OF: | ' | ' |
Contribution of office space imputed rent expense recorded | $3,000 | $3,000 |
Minimum lease payment required over the period of next 12 months | 84,000 | ' |
Lease amount per month for office space | $7,000 | ' |