Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 15, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'A.C. Simmonds & Sons | ' |
Entity Central Index Key | '0001554594 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity a Well-known Seasoned Issuer | 'No | ' |
Entity a Voluntary Filer | 'No | ' |
Entity Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 15,680,000 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheet (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $84 | $84 |
Accounts Receivable, net | 9,302,815 | ' |
Inventories | 2,919,415 | ' |
Prepaid expenses and other current assets | 100,562 | ' |
Total Current Assets | 12,322,876 | 84 |
Property and equipment | 1,644,237 | 9,087 |
Goodwill and intangible assets, net | 6,456,582 | ' |
Other non current assets | ' | 9,500 |
Licensing and proprietary technology agereements | 456,500 | ' |
Total non current assets | 8,557,319 | 18,587 |
Total assets | 20,880,195 | 18,671 |
CURRENT LIABILITIES | ' | ' |
Cash disbursed in excess of available balance | 26,830 | ' |
Bank Indebtedness | 9,799,288 | ' |
Accounts payable | 7,476,635 | ' |
Current portion of capital leases payable | 26,802 | ' |
Total Current Liabilities | 17,329,555 | ' |
Non current liabilities | ' | ' |
Equipment Financing loan | 278,686 | ' |
Loan from related parties | 2,091,395 | ' |
Loan from others | 1,142,496 | ' |
Long term leases | 104,736 | ' |
Total non current liabilities | 3,617,313 | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, 5,000,000 shares authorised at par value of $0.001, 239,200 shares issued and outstanding | 239 | ' |
Common stock 70,000,000 shares authorised at par value of $0.001. 15,680,000 and 6,980,000 shares issued and outstanding | 15,680 | 6,980 |
Additional paid-in capital | 649,951 | 150,984 |
Accumulated deficit | -719,568 | -139,293 |
Other Comprehensive Income (loss) | -12,975 | ' |
Total Stockholders' Equity | -66,673 | 18,671 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $20,880,195 | $18,671 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheet (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, issued | 239,200 | ' |
Preferred stock, outstanding | 239,200 | ' |
Common stock, authorized | 70,000,000 | 70,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, issued | 15,680,000 | 6,980,000 |
Common stock, outstanding | 15,680,000 | 6,980,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $7,525,408 | $10,000 | $9,605,066 | $15,500 |
Cost of Sales | 6,461,556 | ' | 8,541,214 | ' |
Gross Profit | 1,063,852 | 10,000 | 1,063,852 | 15,500 |
Operating Expenses: | ' | ' | ' | ' |
Depreciation | 30,069 | ' | 30,069 | ' |
General and administrative | 1,487,179 | 40,839 | 1,506,106 | 70,435 |
Total operating expenses | 1,517,248 | 40,839 | 1,536,175 | 70,435 |
Loss from operations | -453,396 | -30,839 | -472,323 | -54,935 |
Other expense | ' | ' | ' | ' |
Interest expense | 107,952 | ' | 107,952 | ' |
Loss before Income taxes | -561,348 | -30,839 | -580,275 | -54,935 |
Net loss | -561,348 | -30,839 | -580,275 | -54,935 |
Comprehensive loss: | ' | ' | ' | ' |
Foreign currency translation (loss) | -12,975 | ' | -12,975 | 0 |
Comprehensive loss | ($574,323) | ($30,839) | ($593,250) | ($54,935) |
Basic and diluted loss per common share | ($0.06) | $0 | ($0.07) | ($0.01) |
Weighted average number of common shares outstanding - basic and diluted | 10,126,373 | 6,964,176 | 8,403,824 | 6,395,580 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' |
Net loss | ($580,275) | ($54,935) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation | 30,069 | 2,184 |
Services contributed by officers | 16,250 | 32,500 |
Allowance for doubtful accounts | 29,390 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts Receivable | -1,119,473 | ' |
Inventories, prepaids and other current assets | 1,468,416 | ' |
Accounts payable | -1,346,956 | -675 |
Deposits | 9,500 | ' |
Cash used in excess of available balance | -174,645 | ' |
Net Cash Used in Operating Activities | -1,667,724 | -20,926 |
INVESTING ACTIVITIES | ' | ' |
Purchase of property and equipment | -32,645 | ' |
Net cash used in investing activities | -32,645 | ' |
FINANCING ACTIVITIES | ' | ' |
Proceeds from common stock for cash | ' | 36,900 |
Equipment financing | 278,686 | ' |
Loan from others | -152,824 | ' |
Loan from related parties | -243,082 | ' |
Loan from bank indebtness | 1,801,898 | ' |
Payment of capital leases | 28,666 | ' |
Net Cash Provided by Financing Activities | 1,713,344 | 36,900 |
NET INCREASE (DECREASE) IN CASH | 12,975 | 15,974 |
Comprehensive income (loss) | -12,975 | ' |
CASH AT BEGINNING OF PERIOD | 84 | 3,121 |
CASH AT END OF PERIOD | 84 | 19,095 |
CASH PAID FOR: | ' | ' |
Interest | 107,952 | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Common stock and preferred stock issued in connection to acquisition of Goudas Foods and Investments Ltd. | 31,196 | ' |
Preferred stock issued in connection with the acquisition of Direct Reefer Systems | 3,960 | ' |
Common stock issued in connection with the acquisition of Vertility Oil & Gas Corporation | 396,000 | ' |
Common stock issued in connection with the acquisition of RX 100 remedy | $60,500 | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) (USD $) | Common Stock | Preferred Stock | Additional Paid-In Capital | Comprehensive Loss | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2013 | $6,980 | ' | $150,984 | ' | ($139,293) | $18,671 |
Balance, beginning, shares at Dec. 31, 2013 | 6,980,000 | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -12,975 | -580,275 | -593,250 |
Services contributed by officers | ' | ' | 16,250 | ' | ' | 16,250 |
Common stock and preferred stock issued in connection to acquisitions | 8,700 | 239 | 482,717 | ' | ' | 491,656 |
Common stock and preferred stock issued in connection to acquisitions, shares | 8,700,000 | 239,200 | ' | ' | ' | ' |
Balance, ending at Jun. 30, 2014 | $15,680 | $239 | $649,951 | ($12,975) | ($719,568) | ($66,673) |
Balance, ending, shares at Jun. 30, 2014 | 15,680,000 | 239,200 | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES | |||||
A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows. | |||||
Business and Basis of Presentation | |||||
A.C. Simmonds and Sons Inc. (the “Company,” “we,” “our,” “us”), was incorporated in the State of Nevada on June 11, 2012 under the name of BLVD Holdings, Inc. The company changed its name to A.C. Simmonds and Sons Inc. effective as of August 15, 2014. The Company’s stock symbol changed to ACSX, effective August 18, 2014. | |||||
A.C. Simmonds and Sons Inc. is focussed on identifying business opportunities prime for consolidation, expansion and further development. The Company’s overall plan of operations going forward is to expand its activities in the entertainment field and to acquire value-enhancing businesses in other areas utilizing a disciplined approach to identify and evaluate attractive acquisition candidates. | |||||
The Company is acquiring and consolidating profitable businesses with solid business models and technologies, introducing capital and strong management, and improving the efficiency of each company by sharing services across the group. Targets include companies that are poised to move to the next stage with the right injection of capital and management expertise. The Company is well positioned in the fast growing environment of aging “baby boomer” business owners who are past the wealth accumulation phase of their lives and do not have a clear succession plan or exit strategy. | |||||
On April 9, 2014, the Company acquired Goudas Foods Products & Investments Limited (“Goudas Foods”). Goudas is a leading supplier of ethnic and international food products across Ontario and western Quebec since the 1970s. The business has 600+ branded products in numerous grocery categories selling to 2,000+ customers from large supermarket chains to small neighborhood stores. Annual sales are approximately $30 million. | |||||
As consideration for this purchase, the company issued to Goudas Foods: | |||||
400,000 shares of A.C. Simmonds and Sons Inc. common stock at $10.00 per share and 167,200 shares Series A Convertible Redeemable Preferred shares at $10.00 per share, in exchange for all of Goudas Foods’ outstanding shares owned by Goudas Foods’ shareholders and $1,672,000 of previously incurred debt owed to Goudas Foods’ shareholders. | |||||
On May 27, 2014 the Company acquired Direct Reefer Systems, a Brampton, Ontario based company that operates a refrigeration and temperature controlled fleet of eighteen 53 foot trailers and fifteen power units. The fleet currently operates in Ontario and Quebec with an overnight direct service to Montreal. The company’s 15,000 square foot cross-dock facility is manned by clerical staff, dispatchers and dock workers. DRS will provide services to the food division of A. C. Simmonds and Sons Inc. | |||||
A.C. Simmonds agreed to acquire 100% of the outstanding common stock of Direct Reefer in consideration for 72,000 shares of the Company’s Series A-2 6% 2014 Redeemable Convertible Preferred stock par value $.001 per share. | |||||
Interim Financial Statements | |||||
The following (a) condensed consolidated balance sheet as of December 31, 2013, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |||||
Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2014. | |||||
The Company currently has either a security interest or Letters of Intent or Memorandums of Understanding with a number of companies with whom we are in advanced stages of discussion with a view to ownership of these companies. | |||||
In order to ensure that they continue to remain viable while discussions are in process, the Company has extended financing of purchases and expenses for these companies who are charged with these payments through a non- trade receivable account. The Company has ownership of the receivables and inventories of these companies through security interests and has had bank accounts set up with signatories from the Company’s management team to manage all their receivables and payables. | |||||
On June 30, 2014 the amounts owed by these companies and included in accounts receivable were: | |||||
Breadko National Bakery | $ | 933,404 | |||
Foodcrafters Inc. | 651,629 | ||||
Plasticap Inc. | 1,519,840 | ||||
Vertility Group | 260,340 | ||||
Total | $ | 3,365,213 | |||
Going Concern | |||||
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $580,275 and $54,935 for the six month periods ended June 30, 2014 and 2013, respectively, accumulated deficit of $719,568 and total current liabilities in excess of current assets of $5,006,679 as of June 30, 2014. | |||||
The Company will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations. | |||||
The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. | |||||
Fair Value of Financial Instruments | |||||
Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity. | |||||
Net Income (loss) per Common Share | |||||
The Company computes net income (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. There is no effect on diluted loss per share since the common stock equivalents are anti-dilutive for the three and six months ended June 30, 2014 and 2013, respectively. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible notes and exercise of warrants. Fully diluted shares for the three and six months ended June 30, 2014 were 10,126,373 and 8,629,172, respectively; and 6,964,176 and 6,395,580 shares for the three and six months ended June 30, 2013, respectively. Common stock equivalents excluded from the net income (loss) per share for the three and six month periods ended June 30, 2014 were 176,246 and nil shares, and for the three and six month periods ended June 30, 2013 were nil and nil shares, respectively. | |||||
Stock Based Compensation | |||||
The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the performance period and the related amount recognized in our consolidated statements of operations. | |||||
Stock-based compensation expense in connection with stock warrants issued to consultants in exchange for services rendered for the three and six months ended June 30, 2014 was $ 0.00 and $0.00, respectively; $0.00 and $ 0.00 for the three and six months ended June 30, 2013, respectively. | |||||
Derivative Financial Instruments | |||||
Accounting Standards Codification subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company on October 1, 2009. The Company’s convertible debt has reset provisions to the exercise price if the Company issues equity or a right to receive equity, at a price less than the exercise prices. In addition, the Company has the possibility of exceeding their common shares authorized when considering the number of possible shares that may be issuable to satisfy settlement provisions of convertible notes after consideration of all existing instruments that could be settled in shares. | |||||
Recently Issued Accounting Pronouncements | |||||
The Company has adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. | |||||
A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities. | |||||
For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. | |||||
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended | ||
Jun. 30, 2014 | |||
Business Combinations [Abstract] | ' | ||
ACQUISITIONS | ' | ||
NOTE 2 – ACQUISITIONS | |||
GOUDAS FOODS | |||
On April 9, 2014, the Company acquired Goudas Foods Products & Investments Limited (“Goudas Foods”), a corporation incorporated under the laws of the Province of Ontario. In connection with this acquisition, the Company has issued to the former shareholders of Goudas Foods | |||
(i) | 400,000 common shares of the Company on March 20, 2014 as consideration on such date for the continuation of the grant of exclusivity to the Company in respect of the prospective closing of the acquisition; and | ||
(ii) | 167,200 convertible preferred shares of the Company. | ||
As a result of this acquisition, Goudas Foods has become a wholly-owned subsidiary of the Company. Goudas Foods is one of the leading ethnic food distributors in Canada. The founder, Peter Goudas, started the business over 40 years ago and he is still active in the operation. The company has a packaging operation in Concord, Ontario and packages rice, beans, salt, oil and some smaller volume items. The company also has co-pack agreements with canning companies for its canned bean offering and also imports a number of finished products for distribution. | |||
DIRECT REEFER SERVICES | |||
On May 20, 2014, the Company entered into a share purchase agreement with Direct Reefer Services Inc. (“Direct Reefer”), a corporation incorporated under the laws of the Province of Ontario, and with the sole shareholders of Direct Reefer, to purchase one hundred percent (100%) of the outstanding shares of the common stock of Direct Reefer. | |||
The Company agreed to acquire one hundred percent (100%) of the outstanding common stock of Direct Reefer in consideration for a total of seventy-two thousand (72,000) shares of the Company’s Series A-2 6% 2014 Convertible Redeemable Preferred Stock, par value $.001 per share (the “Series A-2 6% Preferred Stock”). The Series A-2 6% Preferred has a stated value of $10.00 per share and is convertible into the Company’s Common Stock at a conversion value of $10.00 per share. | |||
The Series A-2 Preferred Stock has a 6% dividend paid annually in arrears on a non-cumulative basis. | |||
Holders of the Series A-2 6% Preferred Stock may convert such shares into the Company’s Common Stock at any time after the first anniversary of the date of issuance. The Series A-2 6% Preferred Stock is subject to redemption by the Company on the fifth anniversary of the date of issuance. The holders of the Series A-2 6% Preferred Stock are entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company and shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such shares of Series A-2 6% Preferred Stock are convertible. | |||
On May 27, 2014 the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing and creating the Series A-2 6% Preferred Stock (the “Certificate of Designation”). The Certificate of Designation authorizes seventy-two thousand (72,000) shares of Series A-2 6% Preferred Stock. | |||
VERTILITY OIL & GAS | |||
On April 14, 2014, the Company acquired Vertility Oil & Gas Corporation (“Vertility Oil & Gas”), a corporation incorporated under the laws of the Province of Ontario. The Company purchased one hundred percent (100%) of the outstanding shares of the common stock of Vertility Oil & Gas in consideration for the Company issuing a total of seven million two hundred thousand (7,200,000) shares of the Company’s common stock to the beneficial shareholders of Vertility Oil & Gas. | |||
This company is currently in its initial production and marketing phase and had no significant assets as of June 30, 2014. | |||
WORLDWIDE RX 100 LICENSE AGREEMENT | |||
On April 16, 2014, the Company entered into a master license agreement (the “License Agreement”) with Rx100 Inc. (“Rx100”), a corporation incorporated under the laws of the Province of Ontario, and Donald Meade, President of Rx100. The License Agreement provides that the Company will acquire an exclusive perpetual worldwide license to produce, market and sell the mold remediation products and patented formulas owned by Rx100 in consideration for the Company issuing 1,100,000 shares of the Company’s common stock to Donald Meade. Such shares shall be held in escrow for six months as security for the covenants made by Rx 100 Inc. and Donald Meade pursuant to the License Agreement. | |||
This company is currently in its initial production and marketing phase and had no significant assets as of June 30, 2014. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Stockholders' Equity Note [Abstract] | ' | ||||
STOCKHOLDERS' EQUITY | ' | ||||
NOTE 3 – STOCKHOLDERS’ EQUITY | |||||
On June 12, 2012, the Company issued 5,750,000 shares of common stock to the founder of the Company in exchange for cash of $5,000 and property of $15,864. | |||||
During the year ended December 31, 2013 the Company issued 1,230,000 shares to multiple investors for cash of $36,900. | |||||
During the three months ended March 31, 2014, an officer of the Company contributed various services including basic management, marketing, operating, administrative and accounting services. These services have been valued at $65,000 per year and have been recorded as capital contributions of $16,250 during the period. | |||||
On March 20, 2014 the Company issued 400,000 shares of common stock and 167,200 Series A 6% Convertible Redeemable Preferred Stock of the Company. | |||||
On March 31, 2014 the company issued 7,200,000 shares of common stock to the shareholders of Vertility Oil and Gas for 100% of the outstanding shares of the company. On 30 May 2014 the Company issued 72,000 Series A-2 6% Convertible, Redeemable Preferred shares to the shareholders of Direct Reefer Systems for 100% of the outstanding preferred shares of Direct Reefer. | |||||
On May 31, 2014 the company issued 1,100,000 shares of common stock for a master license for the perpetual exclusive worldwide rights to produce, market and sell RX 100 remedy for mold. | |||||
As of June 30, 2014, there are 15,680,000 shares of the company issued and outstanding. | |||||
During the period, the company recorded goodwill and intangibles on its acquisitions as follows: | |||||
Goodwill | |||||
Goudas Foods Products & Investments Limited | $ | 6,192,742 | |||
Direct Reefer Systems Inc. | 263,840 | ||||
Licensing and Proprietary technology Agreements | |||||
Vertility Oil & Gas Corporation | 396,000 | ||||
RX 100 Remedy | 60,500 | ||||
The company has a six month period for completion of its due diligence on Goudas Foods and RX 100 Remedy. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Business and Basis of Presentation | ' | ||||
Business and Basis of Presentation | |||||
A.C. Simmonds and Sons Inc. (the “Company,” “we,” “our,” “us”), was incorporated in the State of Nevada on June 11, 2012 under the name of BLVD Holdings, Inc. The company changed its name to A.C. Simmonds and Sons Inc. effective as of August 15, 2014. The Company’s stock symbol changed to ACSX, effective August 18, 2014. | |||||
A.C. Simmonds and Sons Inc. is focussed on identifying business opportunities prime for consolidation, expansion and further development. The Company’s overall plan of operations going forward is to expand its activities in the entertainment field and to acquire value-enhancing businesses in other areas utilizing a disciplined approach to identify and evaluate attractive acquisition candidates. | |||||
The Company is acquiring and consolidating profitable businesses with solid business models and technologies, introducing capital and strong management, and improving the efficiency of each company by sharing services across the group. Targets include companies that are poised to move to the next stage with the right injection of capital and management expertise. The Company is well positioned in the fast growing environment of aging “baby boomer” business owners who are past the wealth accumulation phase of their lives and do not have a clear succession plan or exit strategy. | |||||
On April 9, 2014, the Company acquired Goudas Foods Products & Investments Limited (“Goudas Foods”). Goudas is a leading supplier of ethnic and international food products across Ontario and western Quebec since the 1970s. The business has 600+ branded products in numerous grocery categories selling to 2,000+ customers from large supermarket chains to small neighborhood stores. Annual sales are approximately $30 million. | |||||
As consideration for this purchase, the company issued to Goudas Foods: | |||||
400,000 shares of A.C. Simmonds and Sons Inc. common stock at $10.00 per share and 167,200 shares Series A Convertible Redeemable Preferred shares at $10.00 per share, in exchange for all of Goudas Foods’ outstanding shares owned by Goudas Foods’ shareholders and $1,672,000 of previously incurred debt owed to Goudas Foods’ shareholders. | |||||
On May 27, 2014 the Company acquired Direct Reefer Systems, a Brampton, Ontario based company that operates a refrigeration and temperature controlled fleet of eighteen 53 foot trailers and fifteen power units. The fleet currently operates in Ontario and Quebec with an overnight direct service to Montreal. The company’s 15,000 square foot cross-dock facility is manned by clerical staff, dispatchers and dock workers. DRS will provide services to the food division of A. C. Simmonds and Sons Inc. | |||||
A.C. Simmonds agreed to acquire 100% of the outstanding common stock of Direct Reefer in consideration for 72,000 shares of the Company’s Series A-2 6% 2014 Redeemable Convertible Preferred stock par value $.001 per share. | |||||
Interim Financial Statements | |||||
The following (a) condensed consolidated balance sheet as of December 31, 2013, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |||||
Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2014. | |||||
The Company currently has either a security interest or Letters of Intent or Memorandums of Understanding with a number of companies with whom we are in advanced stages of discussion with a view to ownership of these companies. | |||||
In order to ensure that they continue to remain viable while discussions are in process, the Company has extended financing of purchases and expenses for these companies who are charged with these payments through a non- trade receivable account. The Company has ownership of the receivables and inventories of these companies through security interests and has had bank accounts set up with signatories from the Company’s management team to manage all their receivables and payables. | |||||
On June 30, 2014 the amounts owed by these companies and included in accounts receivable were: | |||||
Breadko National Bakery | $ | 933,404 | |||
Foodcrafters Inc. | 651,629 | ||||
Plasticap Inc. | 1,519,840 | ||||
Vertility Group | 260,340 | ||||
Total | $ | 3,365,213 | |||
Going Concern | ' | ||||
Going Concern | |||||
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $580,275 and $54,935 for the six month periods ended June 30, 2014 and 2013, respectively, accumulated deficit of $719,568 and total current liabilities in excess of current assets of $5,006,679 as of June 30, 2014. | |||||
The Company will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations. | |||||
The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. | |||||
Fair Value of Financial Instruments | ' | ||||
Fair Value of Financial Instruments | |||||
Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity. | |||||
Net Income (Loss) Per Share | ' | ||||
Net Income (loss) per Common Share | |||||
The Company computes net income (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. There is no effect on diluted loss per share since the common stock equivalents are anti-dilutive for the three and six months ended June 30, 2014 and 2013, respectively. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible notes and exercise of warrants. Fully diluted shares for the three and six months ended June 30, 2014 were 10,126,373 and 8,629,172, respectively; and 6,964,176 and 6,395,580 shares for the three and six months ended June 30, 2013, respectively. Common stock equivalents excluded from the net income (loss) per share for the three and six month periods ended June 30, 2014 were 176,246 and nil shares, and for the three and six month periods ended June 30, 2013 were nil and nil shares, respectively. | |||||
Stock Based Payment | ' | ||||
Stock Based Compensation | |||||
The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the performance period and the related amount recognized in our consolidated statements of operations. | |||||
Stock-based compensation expense in connection with stock warrants issued to consultants in exchange for services rendered for the three and six months ended June 30, 2014 was $ 0.00 and $0.00, respectively; $0.00 and $ 0.00 for the three and six months ended June 30, 2013, respectively. | |||||
Derivative Financial Instruments | ' | ||||
Derivative Financial Instruments | |||||
Accounting Standards Codification subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company on October 1, 2009. The Company’s convertible debt has reset provisions to the exercise price if the Company issues equity or a right to receive equity, at a price less than the exercise prices. In addition, the Company has the possibility of exceeding their common shares authorized when considering the number of possible shares that may be issuable to satisfy settlement provisions of convertible notes after consideration of all existing instruments that could be settled in shares. | |||||
Recent Accounting Pronouncements | ' | ||||
Recently Issued Accounting Pronouncements | |||||
The Company has adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. | |||||
A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities. | |||||
For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. | |||||
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of accounts receivable | ' | ||||
On June 30, 2014 the amounts owed by these companies and included in accounts receivable were: | |||||
Breadko National Bakery | $ | 933,404 | |||
Foodcrafters Inc. | 651,629 | ||||
Plasticap Inc. | 1,519,840 | ||||
Vertility Group | 260,340 | ||||
Total | $ | 3,365,213 | |||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Stockholders' Equity Note [Abstract] | ' | ||||
Schedule of recorded goodwill and intangibles on its acquisitions | ' | ||||
During the period, the company recorded goodwill and intangibles on its acquisitions as follows: | |||||
Goodwill | |||||
Goudas Foods Products & Investments Limited | $ | 6,192,742 | |||
Direct Reefer Systems Inc. | 263,840 | ||||
Licensing and Proprietary technology Agreements | |||||
Vertility Oil & Gas Corporation | 396,000 | ||||
RX 100 Remedy | 60,500 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 09, 2014 | Apr. 09, 2014 | Apr. 09, 2014 | Jun. 30, 2014 | 27-May-14 | |
sqft | sqft | Goudas Foods Product and Investments Limited | Goudas Foods Product and Investments Limited | Goudas Foods Product and Investments Limited | Direct Reefer Systems | Direct Reefer Systems | |||
Convertible Preferred Stock | Common Stock | Series A-2 6% 2014 Convertible Redeemable Preferred Stock | |||||||
Issuance of stock in acquisition, shares | ' | ' | ' | ' | ' | 167,200 | 400,000 | ' | 72,000 |
Issuance of stock in acquisition | ' | ' | $491,656 | ' | $1,672,000 | ' | ' | ' | ' |
Sales price of stock | ' | ' | ' | ' | ' | $10 | $10 | ' | ' |
Ownership acquired | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Total current liabilites in excess of current assets | 5,006,679 | ' | 5,006,679 | ' | ' | ' | ' | ' | ' |
Fully diluted shares | 6,964,176 | 6,395,580 | 10,126,373 | 8,629,172 | ' | ' | ' | ' | ' |
Common stock equivalents excluded from earnings per share computation | 176,246 | 0 | 0 | 0 | ' | ' | ' | ' | ' |
Number of square feet of cross-dock facility | 15,000 | ' | 15,000 | ' | ' | ' | ' | ' | ' |
Number of branded products | 900 | ' | 900 | ' | ' | ' | ' | ' | ' |
Number of customers | 2,000 | ' | 2,000 | ' | ' | ' | ' | ' | ' |
Annual sales | ' | ' | $30,000,000 | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Jun. 30, 2014 |
Accounts receivables | $3,365,213 |
Breadko National Bakery | ' |
Accounts receivables | 933,404 |
Foodcrafters Inc. | ' |
Accounts receivables | 651,629 |
Plasticap Inc. | ' |
Accounts receivables | 1,519,840 |
Vertility Group | ' |
Accounts receivables | $260,340 |
ACQUISITIONS_Details_Narrative
ACQUISITIONS (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 14, 2014 | Apr. 03, 2014 | Jun. 30, 2014 | 27-May-14 |
Vertility Oil and Gas Corporation | License Agreement | Series A-2 6% 2014 Convertible Redeemable Preferred Stock | Series A-2 6% 2014 Convertible Redeemable Preferred Stock | |||
Donald Meade | ||||||
Stated value | $0.00 | $0.00 | ' | ' | $10 | ' |
Dividend rate | ' | ' | ' | ' | 6.00% | ' |
Conversion value per share | $10 | ' | ' | ' | ' | ' |
Issuance of stock in purchase agreement | ' | ' | ' | 1,100,000 | ' | ' |
Issuance of stock in acquisition, shares | ' | ' | 7,200,000 | ' | ' | ' |
Ownership acquired | ' | ' | 100.00% | ' | ' | ' |
Preferred stock, authorized | 5,000,000 | 5,000,000 | ' | ' | ' | 72,000 |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended |
Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 12, 2012 | |
Founder of Company | ||||
Issuance of shares for cash | ' | ' | $36,900 | $5,000 |
Issuance of shares for property | ' | ' | ' | 15,864 |
Issuance of shares for cash and property, shares | ' | ' | ' | 5,750,000 |
Issuance of shares for cash, shares | ' | ' | 1,230,000 | ' |
Contributed services recorded as contributed capital | 16,250 | 16,250 | ' | ' |
Contributed services recorded as contributed capital, valuation | $65,000 | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | Jun. 30, 2014 |
Goudas Foods Product and Investments Limited | ' |
Goodwill | $6,192,742 |
Direct Reefer Systems | ' |
Goodwill | 263,840 |
Vertility Oil and Gas Corporation | ' |
Licensing and proprietary technology agreements | 396,000 |
Rx 100 Remedy | ' |
Licensing and proprietary technology agreements | $60,500 |