Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 18, 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-Sep-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 | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheet (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $84 | $84 |
Accounts Receivable, net | 274,451 | ' |
Prepaid expenses and other current assets | 15,123 | ' |
Total Current Assets | 289,658 | 84 |
Property and equipment | 194,508 | 9,087 |
Goodwill and intangible assets, net | 930,301 | ' |
Other non current assets | 15,699 | 9,500 |
Total non current assets | 1,140,508 | 18,587 |
Total assets | 1,430,166 | 18,671 |
CURRENT LIABILITIES | ' | ' |
Cash disbursed in excess of available balance | 39,470 | ' |
Accounts payable and accruals | 1,702,774 | ' |
Current portion of capital leases payable | 25,535 | ' |
Total Current Liabilities | 1,767,779 | ' |
Long-term capital lease obligation | 88,259 | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, 5,000,000 shares authorised at par value of $0.001, 239,200 shares and Nil shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 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 as of September 30, 2013 and December 31, 2013, respectively | 15,680 | 6,980 |
Additional paid-in capital | 649,951 | 150,984 |
Other comprehensive income | 42,650 | ' |
Accumulated deficit | -1,134,392 | -139,293 |
Total Stockholders' Equity | -425,872 | 18,671 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,430,166 | $18,671 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheet (Parenthetical) (USD $) | Sep. 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 | 239,000 | 0 |
Preferred stock, outstanding | 239,000 | 0 |
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 | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $816,542 | $5,000 | $1,073,280 | $20,500 |
Cost of Sales | 799,955 | ' | 1,089,097 | ' |
Gross Profit | 16,587 | 5,000 | -15,817 | 20,500 |
Operating Expenses: | ' | ' | ' | ' |
Depreciation | 9,903 | 1,092 | 16,633 | 3,276 |
General and administrative | 698,432 | 28,407 | 946,869 | 96,658 |
Total operating expenses | 708,335 | 29,499 | 963,502 | 99,934 |
Loss from operations | -691,748 | -24,499 | -979,319 | -79,434 |
Other (Income) Expense: | ' | ' | ' | ' |
Gain on deconsolidation of subsidiary | -259,585 | ' | ' | ' |
Gain on write-off of Accumulated Other Comprehensive Loss due to deconsolidation of subsidiary | -25,664 | ' | ' | ' |
Interest expense | 8,325 | ' | 15,780 | ' |
Loss before income taxes | -414,824 | -24,499 | -995,099 | -79,434 |
Net loss | -414,824 | -24,499 | -995,099 | -79,434 |
Loss per share of common stock: | ' | ' | ' | ' |
Basic | ($0.03) | $0 | ($0.09) | ($0.01) |
Diluted | ($0.03) | $0 | ($0.09) | ($0.01) |
Weighted average number of common shares outstanding | ' | ' | ' | ' |
Basic | 15,680,000 | 6,980,000 | 11,059,121 | 6,589,891 |
Diluted | 15,680,000 | 6,980,000 | 11,059,121 | 6,589,891 |
Comprehensive loss: | ' | ' | ' | ' |
Net loss | -414,824 | -24,499 | -995,099 | -79,434 |
Foreign currency translation gain | 51,455 | ' | 42,650 | ' |
Comprehensive loss | ($363,369) | ($24,499) | ($952,449) | ($79,434) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) (USD $) | Common Stock [Member] | 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 | ' | ' | ' | 42,650 | -995,099 | -952,449 |
Services contributed by officers | ' | ' | 16,250 | ' | ' | ' |
Common stock and preferred stock issued in connection to acquisitions | 8,700 | 239 | 482,717 | ' | ' | ' |
Common stock and preferred stock issued in connection to acquisitions, shares | 8,700,000 | 239,200 | ' | ' | ' | ' |
Balance, ending at Sep. 30, 2014 | $15,680 | $239 | $649,951 | $42,650 | ($1,134,392) | ($425,872) |
Balance, ending, shares at Sep. 30, 2014 | 15,680,000 | 239,200 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash provided by (used in) Operations: | ' | ' |
Net loss | ($995,099) | ($79,434) |
Items not involving cash: | ' | ' |
Depreciation | 16,633 | 3,276 |
Services contributed by officers | 16,250 | 48,750 |
Change in non-cash operating working capital: | ' | ' |
Accounts Receivable | -80,808 | ' |
Inventories, prepaids and other current assets | 11,654 | -7,000 |
Accounts payable and accruals | 988,720 | -675 |
Net Cash (Used in) Operating Activities | -42,650 | -35,083 |
Cash provided by (used in) Financing: | ' | ' |
Proceeds from common stock for cash | ' | 36,900 |
Net Cash Provided by Financing Activities | ' | 36,900 |
Increase in cash | -42,650 | 1,817 |
Comprehensive Income (Loss) | 42,650 | ' |
Cash, beginning of period | 84 | 3,121 |
Cash, end of period | 84 | 4,938 |
Other non-cash transactions | ' | ' |
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 Inc. | 60,500 | ' |
Preferred and Common stock issued in connection to acquisition of Goudas Foods and Investments Ltd. | 31,196 | ' |
Net assets and liabilities taken over with acquisition with the acquisition of Direct Reefer Systems Inc. | 271,437 | ' |
Net assets and liabilities taken over with acquisition with the acquisition of Vertility Oil & Gas Corporation | 96,316 | ' |
Net assets and liabilities taken over with acquisition with the acquisition of RX 100 Inc. | $102,000 | ' |
Basis_of_Presentation_and_Orga
Basis of Presentation and Organization | 9 Months Ended | |
Sep. 30, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Basis of Presentation and Organization | ' | |
1 | Basis of Presentation and Organization | |
The accompanying interim condensed consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of A.C. Simmonds and Sons Inc. (referred to herein as the “Company” and “A.C. Simmonds”) and its subsidiaries, Goudas Food Products and Investments Limited (“Goudas Foods”), Direct Reefer Services Inc. (“DRS”) and Vertility Oil & Gas Corporation (“Vertility Oil & Gas”) for the periods ended September 30, 2014 and 2013. Goudas Foods, a wholly owned subsidiary, was deconsolidated on September 16, 2014 as a result of bankruptcy proceedings (Refer to Note 13). Intercompany accounts and transactions have been eliminated in consolidation. | ||
The Company was incorporated in the State of Nevada on June 11, 2012 under the name of BLVD Holdings, Inc. On January 30, 2014, John G. Simmonds and M. Ann Courtney entered into an Amended Stock Purchase Agreement, whereby Ms. Courtney agreed to sell her 5,750,000 shares of the Company’s Common Stock to Mr. Simmonds, which represented 82.4% of the Company’s issued and outstanding shares of Common Stock as of such date. | ||
Effective as of February 14, 2014, Mr. Simmonds became the Company’s Chief Executive Officer and a member of the Company’s Board of Directors. Ms. Courtney resigned as the Company’s Chief Executive Officer and as a member of the Board on February 14, 2014. | ||
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. | ||
At the Company’s incorporation, the Company’s initial plan was to develop and produce independent film/television scripts, screenplays and related content for sale, with a goal toward catering to independent producers, small film studios and other entities. The Company continues to explore opportunities in the entertainment business, including the development of film and televisions projects. However, due to the wealth of opportunities that have emerged in a number of market segments, the Company has been actively involved in acquiring a number of companies in the food, manufacturing, transportation, mold remediation, oil and gas, and leisure and recreation industries. | ||
The Company focuses on acquiring and consolidating businesses with solid business models and technologies, introducing capital and strong management and improving the efficiency of each acquired entity by sharing services across the group. Our 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. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||||||||||
Acquisitions | ' | ||||||||||||||||||||||||
2 | Acquisitions | ||||||||||||||||||||||||
(i) | Goudas Foods | ||||||||||||||||||||||||
On April 9, 2014, the Company acquired Goudas Foods, a corporation incorporated under the laws of the Province of Ontario. Goudas Foods is one of the leading ethnic food distributors in Canada and became a wholly-owned subsidiary of the Company. | |||||||||||||||||||||||||
The agreement with Goudas Foods allowed A.C. Simmonds a period of six months to satisfy itself that the assets and liabilities accurately presented the financial position of Goudas Foods. The shares exchanged were used as a collateral to remedy any deficiencies identified by due diligence. The Company had concerns about the condition of certain items in the inventory, and the collectability of certain items in the accounts receivable base and expected that any asset impairment would be remedied by a claw back on the purchase price. | |||||||||||||||||||||||||
Further to discoveries of financial deficiencies, Goudas Foods filed a Notice of Intention to make a proposal under the Bankruptcy and Insolvency Act on August 29, 2014. On September 3, 2014 an order was granted appointing Duff & Phelps Canada Restructuring Inc. (“D&P”) as Interim Receiver. On September 8, 2014 Goudas Foods filed a cash flow statement with the Interim Receiver and on September 15, 2014 an order was filed terminating the proposal and appointing D&P as Official Receiver (the “Receiver”). The Receiver took possession and control of the property on September 16, 2014. | |||||||||||||||||||||||||
According to Accounting Guidance 810.10 a deconsolidation of a subsidiary occurs when the subsidiary becomes subject to the control of a government, court, administration or regulator. As such, the Company is required to deconsolidate Goudas Foods and the parent relationship has ceased to exist. We believe we have no responsibility for the liabilities of Goudas Foods. For the period ended September 30, 2014, Goudas Foods has been excluded from the interim condensed consolidated financials. As such, during the three months ended September 30, 2014, it has recorded a gain on deconsolidation. In calculating the gain, the Company took into account the carrying value of the former subsidiary’s liabilities of $19,975,354 and its asset of $19,721,301 that resulted in a gain from deconsolidation of $259,585 that was recorded on September 16, 2014. The Company also recorded a loss on the write off of Accumulated Other Comprehensive Income related to foreign exchange translations in the amount of $25,664 during the three-months ended September 30, 2014. Further, the Company had not taken out the preferred and Common Stock issued in connection with the acquisition amounts to $31,196 as of September 30, 2014. | |||||||||||||||||||||||||
(ii) | Direct Reefer Services | ||||||||||||||||||||||||
On May 20, 2014, the Company entered into a share purchase agreement with DRS, a corporation incorporated under the laws of the Province of Ontario, and with the sole shareholders of DRS, to purchase one hundred percent (100%) of the outstanding common shares of DRS. | |||||||||||||||||||||||||
The Company paid 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. | |||||||||||||||||||||||||
The share purchase of DRS has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total Acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the transaction, and historical and current market data. The excess of the purchase price over the total of estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for DRS, we may engage a third party independent valuation specialist, however as of the date of this report, the valuation has not been undertaken. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of September 30, 2014. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of property and equipment acquired; (ii) finalization of the valuations and useful lives for intangible assets; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. | |||||||||||||||||||||||||
During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company expects the purchase price allocations for the acquisition of DRS to be completed by the end of the fourth quarter of 2014. | |||||||||||||||||||||||||
The following table summarizes the preliminary fair values of the DRS assets acquired and liabilities assumed as of the effective acquisition date of May 20, 2014: | |||||||||||||||||||||||||
Purchase Price: | |||||||||||||||||||||||||
Preferred Shares | $ | 3,960 | |||||||||||||||||||||||
Liabilities assumed | 721,805 | ||||||||||||||||||||||||
Total purchase price | $ | 725,765 | |||||||||||||||||||||||
Fair Value of Assets: | |||||||||||||||||||||||||
Current assets | $ | 207,701 | |||||||||||||||||||||||
Property and equipment | 242,667 | ||||||||||||||||||||||||
Excess - identifiable intangible assets | 275,397 | ||||||||||||||||||||||||
Fair value of assets acquired | $ | 725,765 | |||||||||||||||||||||||
These pro forma adjustments do not reflect the amortization of intangible assets acquired, if any, in the acquisition of DRS. | |||||||||||||||||||||||||
Unaudited Supplemental Pro Forma Financial Information | |||||||||||||||||||||||||
The following unaudited supplemental pro forma financial information represents the consolidated results of operations of the group as if the acquisition had occurred as of the beginning of January 1, 2013. The unaudited supplemental pro forma financial information is not necessarily indicative of what the group’s consolidated results of operations actually would have been had it completed the acquisition at the beginning of the period. In addition, the unaudited supplemental pro forma financial information does not attempt to project the group’s future results of operations after the acquisition. | |||||||||||||||||||||||||
Condensed Consolidated Pro Forma Statement of Operations | |||||||||||||||||||||||||
(Amounts expressed in U.S. dollars) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
DRS | ACS | Consolidated | DRS | ACS | Consolidated | ||||||||||||||||||||
Nine-months ended | Years ended | ||||||||||||||||||||||||
September 30, | September 30, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||||||
2014 | 2014 | 2014 | 2013 | 2013 | 2013 | ||||||||||||||||||||
Revenue | $ | 1,658,780 | $ | 85,900 | $ | 1,744,680 | $ | 3,490,834 | $ | 20,500 | $ | 3,511,334 | |||||||||||||
Cost of sales | 1,686,852 | 12,450 | 1,699,302 | 3,055,589 | — | 3,055,589 | |||||||||||||||||||
Gross profit | (28,072 | ) | 73,450 | 45,378 | 435,245 | 20,500 | 455,745 | ||||||||||||||||||
Operating Expenses: | |||||||||||||||||||||||||
General and administrative | 252,570 | 788,038 | 1,040,608 | 711,797 | 99,934 | 811,731 | |||||||||||||||||||
252,570 | 788,038 | 1,040,608 | 711,797 | 99,934 | 811,731 | ||||||||||||||||||||
Loss from operations | (280,642 | ) | (714,588 | ) | (995,230 | ) | (276,552 | ) | (79,434 | ) | (355,986 | ) | |||||||||||||
Other (Income)/ Expense: | |||||||||||||||||||||||||
Other expense | — | — | — | 32,143 | — | 32,143 | |||||||||||||||||||
Interest expense | 28,383 | — | 28,383 | 43,366 | — | 43,366 | |||||||||||||||||||
Loss before income taxes | (309,025 | ) | (714,588 | ) | (1,023,613 | ) | (352,061 | ) | (79,434 | ) | (431,495 | ) | |||||||||||||
Provision for income taxes | — | — | — | — | — | — | |||||||||||||||||||
Net loss | $ | (309,025 | ) | $ | (714,588 | ) | $ | (1,023,613 | ) | $ | (352,061 | ) | $ | (79,434 | ) | $ | (431,495 | ) | |||||||
(iii) | Vertility Oil And Gas | ||||||||||||||||||||||||
On April 14, 2014, the Company entered into a share purchase agreement (the “Vertility Purchase Agreement”) with Vertility Oil & Gas and Rabea Allos to purchase one hundred percent (100%) of the outstanding shares of the Common Stock of Vertility Oil & Gas. Pursuant to the Vertility Purchase Agreement, the Company acquired the outstanding Common Stock of Vertility Oil & Gas in consideration for 7,200,000 shares of the Company’s Common Stock. Such 7,200,000 shares of Common Stock are presently being held as the Escrow Shares pending their distribution to certain parties pursuant to an Escrow Agreement dated as of July 10, 2014 (the “Escrow Agreement”) by and between the Company, Vertility Oil & Gas, Rabea Allos and Wuersch & Gering LLP as Escrow Agent (the “Escrow Agent”). The Escrow Shares have no voting rights until release by the Escrow Agent from the escrow and no persons have any powers of disposition over such Escrow Shares unless or until the Distribution Conditions are satisfied. The Escrow Agent, having no power to vote the Escrow Shares and no power of disposition over the Escrow Shares (except with respect to the release of the Escrow Shares sixty one (61) days after satisfaction of the Distribution Conditions), has no beneficial ownership interest in the Escrow Shares. | |||||||||||||||||||||||||
The following table summarises the preliminary fair values of the Vertility Oil & Gas’ assets acquired and liabilities assumed as of the Acquisition date: | |||||||||||||||||||||||||
Purchase Price: | |||||||||||||||||||||||||
Preferred Shares | $ | 396,000 | |||||||||||||||||||||||
Liabilities assumed | 109,035 | ||||||||||||||||||||||||
Total purchase price | $ | 505,035 | |||||||||||||||||||||||
Fair Value of Assets: | |||||||||||||||||||||||||
Current assets | $ | 12,719 | |||||||||||||||||||||||
Excess - identifiable intangible assets | 492,316 | ||||||||||||||||||||||||
Fair value of assets acquired | $ | 505,035 | |||||||||||||||||||||||
These pro forma adjustments do not reflect the amortization of intangible assets acquired, if any, in the Acquisition. | |||||||||||||||||||||||||
Vertility Oil & Gas is currently in its initial production and marketing phase and had no significant assets as of September 30, 2014. | |||||||||||||||||||||||||
(iv) | Worldwide RX100 License Agreement | ||||||||||||||||||||||||
On April 16, 2014, the Company entered into a master license agreement (the “License Agreement”) with RX100 Products 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 are restricted and shall be held in escrow for a six (6) month period as security for the covenants made by RX100 and Donald Meade pursuant to the License Agreement and shall be further subject to regulatory restrictions and hold periods as required by applicable securities regulators. | |||||||||||||||||||||||||
The following table summarizes the preliminary fair values of the RX100 assets acquired and liabilities assumed as of the date of the License Agreement: | |||||||||||||||||||||||||
Purchase Price: | |||||||||||||||||||||||||
Preferred Shares | $ | 60,500 | |||||||||||||||||||||||
Liabilities assumed | 102,088 | ||||||||||||||||||||||||
Total purchase price | $ | 162,588 | |||||||||||||||||||||||
Fair Value of Assets: | |||||||||||||||||||||||||
Current assets | $ | — | |||||||||||||||||||||||
Excess - identifiable intangible assets | 162,588 | ||||||||||||||||||||||||
Fair value of assets acquired | $ | 162,588 | |||||||||||||||||||||||
These pro forma adjustments do not reflect the amortization of intangible assets acquired, if any, in the acquisition. |
Going_Concern
Going Concern | 9 Months Ended | |
Sep. 30, 2014 | ||
Going Concern | ' | |
Going Concern | ' | |
3 | Going Concern | |
The accompanying interim 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 $995,099 and $79,434 for the nine-month periods ended September 30, 2014 and 2013, respectively, accumulated deficit of $1,134,392 and total current liabilities in excess of current assets of $1,478,121 as of September 30, 2014. | ||
The Company will be dependent on raising funds 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 interim 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. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
4. Recent 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 have a material impact on the Company’s financial position, results of operations or cash flows. |
Interim_Financial_Statements
Interim Financial Statements | 9 Months Ended | |
Sep. 30, 2014 | ||
Interim Financial Statements | ' | |
Interim Financial Statements | ' | |
5 | 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 interim 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 nine months ended September 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014. These interim 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 of 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 setup with signatories from the Company’s management team to manage all their receivables and payables. | ||
On September 30, 2014 there were no amounts owing by these companies to A.C. Simmonds. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||
Sep. 30, 2014 | |||
Investments, All Other Investments [Abstract] | ' | ||
Fair Value of Financial Instruments | ' | ||
6 | 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. |
Earnings_Loss_per_Common_Share
Earnings (Loss) per Common Share | 9 Months Ended | |
Sep. 30, 2014 | ||
Loss per share of common stock: | ' | |
Earnings (Loss) per Common Share | ' | |
7 | Earnings (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 nine-months ended September 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 nine-months ended September 30, 2014 were 15,680,000 and 11,059,121, respectively; and 6,980,000 and 6,589,891 shares for the three- and nine-months ended September 30, 2013, respectively. Common Stock equivalents excluded from the net income (loss) per share for the three and nine month periods ended September 30, 2014 were nil and nil shares, and for the three- and nine-month periods ended September 30, 2013 were nil and nil shares, respectively. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 9 Months Ended | |
Sep. 30, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |
Derivative Financial Instruments | ' | |
8 | 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. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |
Sep. 30, 2014 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity | ' | |
9 | Stockholders’ Equity | |
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. | ||
The Company issued 400,000 shares of Common Stock and 167,200 shares of the Company’s Series A 6% 2014 Convertible Redeemable Preferred Stock in connection with the acquisition of Goudas Foods. | ||
The Company issued 7,200,000 shares of Common Stock in connection with the acquisition of Vertility Oil & Gas. | ||
The Company issued 72,000 shares of shares of the Company’s Series A-2 6% 2014 Convertible Redeemable Preferred Stock in connection with the acquisition of DRS. | ||
The Company issued 1,100,000 shares of Common Stock in consideration for a master license for the perpetual exclusive worldwide rights to produce, market and sell RX100’s remedy for mold. | ||
As of September 30, 2014, there are 15,680,000 shares of the Company’s Common Stock issued and outstanding. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||
Goodwill and Intangible Assets | ' | ||||
10 | Goodwill and Intangible Assets | ||||
We assess goodwill for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing of the goodwill assigned to the reporting unit is required. However, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. | |||||
In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. | |||||
If the estimated fair value of the reporting unit is less than its carrying amount, we proceed to the second step of the review process to calculate the implied fair value of the reporting unit goodwill in order to determine whether any impairment is required. We calculate the implied fair value of the reporting unit goodwill by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss for that excess amount. In allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, we use industry and market data, as well as knowledge of the industry and our past experiences. | |||||
We base our calculation of the estimated fair value of a reporting unit on the income approach. For the income approach, we use internally developed discounted cash flow models that include, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, third-party appraisals, industry projections, micro and macro general economic condition projections, and our expectations. | |||||
During the period, the Company recorded goodwill and intangibles on its acquisitions as follows: | |||||
Goodwill and Intangible Assets | |||||
Direct Reefer Systems Inc. | $ | 275,397 | |||
Vertility Oil & Gas Corporation | 492,316 | ||||
RX100 Products Inc. | 162,588 | ||||
$ | 930,301 |
Contingencies
Contingencies | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Contingencies | ' | |
11 | Contingencies | |
Menkes Lease | ||
On July 30, 2014, the Company, together with its wholly-owned subsidiary Goudas Foods, entered into a Lease (the “Lease”) with Menkes GTA Industrial Holdings Inc. (the “Landlord”) pursuant to which Goudas Foods has rented a 349,614 square foot building in Brampton, Ontario. | ||
In connection with the execution of the Lease, on July 30, 2014, the Company entered into an Indemnification Agreement with the Landlord, pursuant to which the Company has agreed to indemnify the Landlord for any loss, costs or damages arising from any failure of Goudas Foods to pay rent or other money due under the lease, and to indemnify the Landlord for any damages caused by Goudas Foods’ failure to observe or perform any of the terms, covenants and conditions contained in the Lease. | ||
Menkes claims damages against the Company in the amount of $755,559 plus damages of $55 million for loss of rent and other damages. Action is in its very early stages. The Company has served a Statement of Defense. The two issues that require resolution are the indemnification relating to the Goudas bankruptcy and failure of Goudas to submit the required deposit to Menkes under the lease due to the condition and state of the building. No amount has been accrued for this contingency given the uncertainty at this time. | ||
General | ||
In the normal course of business, the Company may be subject to litigation and claims from customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the financial statements, as required. Although it is not possible to estimate the extent of potential costs, if any, management believes that ultimate resolution of such contingencies would not have a material adverse effect on the financial position, results of operations and cash flows of the Company. |
Comparative_Condensed_Consolid
Comparative Condensed Consolidated Financial Statements | 9 Months Ended | |
Sep. 30, 2014 | ||
Comparative Condensed Consolidated Financial Statements | ' | |
Comparative Condensed Consolidated Financial Statements | ' | |
12 | Comparative Condensed Consolidated Financial Statements | |
Certain prior quarter figures have been reclassified in the interim condensed consolidated financial statements to comply with the presentation for the quarter ended September 30, 2014. |
Deconsolidation_of_Goudas_Food
Deconsolidation of Goudas Foods | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Deconsolidation Of Goudas Foods | ' | ||||||||||||
Deconsolidation of Goudas Foods | ' | ||||||||||||
13 | Deconsolidation of Goudas Foods | ||||||||||||
On August 29, 2014, Goudas Foods filed a Notice of Intention to make a proposal under the Bankruptcy and Insolvency Act. Goudas Foods is a wholly owned subsidiary of A.C. Simmonds. In accordance with Accounting Standards Codification (“ASC”) 810, when a subsidiary becomes subject to the control of a government, court, administrator, or regulator, deconsolidation of that subsidiary is generally required. We have therefore deconsolidated Goudas Foods from our balance sheet as of September 30, 2014, and have eliminated the results of Goudas Foods’ operations from our results of operations on a historical basis. We believe we have no responsibility for liabilities of Goudas Foods. As a result of the order filed on September 15, 2014 terminating the proposal and appointing a Receiver and given the Receiver took possession and control of the property on September 16, 2014. A.C. Simmonds will exclude our investment in Goudas Foods. | |||||||||||||
Per guidance in ASC 810-10-40-5 when a parent deconsolidates a subsidiary, that parent shall account for the deconsolidation by recognizing a gain or loss measured by the following: | |||||||||||||
a) the aggregate of (1) the fair value of consideration received, (2) the fair value of any retained non-controlling investment in the former subsidiary at the date the subsidiary is deconsolidated and (3) the carrying amount of any non-controlling interest in the former subsidiary; less | |||||||||||||
b) the carrying amount of the former subsidiary’s assets and liabilities. | |||||||||||||
The Company did not receive any consideration for its interest. It has assessed and determined that it does not have any continued liabilities related to the Canadian subsidiary being deconsolidated. As such, it has recorded a gain on deconsolidation. In calculating the gain, the Company took into account the carrying value of the former subsidiary’s net liabilities $259,585 that was recorded on September 16, 2014. The Company also recorded a loss on the write off of Accumulated Other Comprehensive Income related to foreign exchange translations in the amount of $25,664 during the three-months ended September 30, 2014. | |||||||||||||
According to Accounting Standards Codification (“ASC”) 810, previously reported consolidated financial results relating to the subsidiary should have been included as historically presented. Given that the acquisition of the subsidiary only happened in the prior quarter, this treatment would have only impacted the nine-month period ended September 30, 2014 as follows: | |||||||||||||
Goudas Foods and | AC Simmonds and Sons Inc., | AC Simmonds and Sons Inc., | |||||||||||
Investments Limited | Consolidated (excl Goudas) | Consolidated (incl Goudas) | |||||||||||
Three-months ended | Nine-months ended | ||||||||||||
30-Jun-14 | 30-Sep-14 | ||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||
Revenue | $ | 9,332,829 | $ | 1,073,280 | $ | 10,406,109 | |||||||
Cost of sales | 8,252,072 | 1,089,097 | 9,341,169 | ||||||||||
Gross profit | 1,080,757 | (15,817 | ) | 1,064,940 | |||||||||
Total operating expenses | 1,239,836 | 963,502 | 2,203,338 | ||||||||||
Loss from operations | (159,079 | ) | (979,319 | ) | (1,138,398 | ) | |||||||
Other (Income) Expense: | |||||||||||||
Gain on deconsolidation of subsidiary | — | — | (259,585 | ) | |||||||||
Gain on write-off of Accumulated Other Comprehensive Loss due to deconsolidation of subsidiary | — | — | (25,664 | ) | |||||||||
Interest expense | 100,506 | 15,780 | 116,286 | ||||||||||
Net loss | $ | (259,585 | ) | $ | (995,099 | ) | $ | (969,435 | ) | ||||
Foreign currency translation (loss) | (25,664 | ) | 42,650 | 16,986 | |||||||||
Comprehensive loss | $ | (285,249 | ) | $ | (952,449 | ) | $ | (952,449 | ) |
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
14 | Subsequent Events | ||
(i) | Biosec | ||
On October 15, 2014, A.C. Simmonds completed the acquisition of 100% of the shares of BioSec Enviro Inc. BioSec is now a wholly-owned subsidiary of A.C. Simmonds. Under the terms of the Agreement, the Company agreed to exchange 250,000 convertible preferred shares of A.C. Simmonds valued at $10 per share for all outstanding shares of BioSec. Results of operations for BioSec will be included in A.C. Simmonds condensed consolidated financial statements from the date of acquisition. | |||
BioSec Enviro is a wastewater processing solutions provider with over 30 years of innovation in meeting the challenges involved in the handling and treatment of biological wastewater for municipal facilities around the world. BioSec Enviro has worked on more than 200 installations and more than 25 truck-loading systems of up to 60,000 cubic feet of storage capacity. BioSec Enviro delivers superior equipment design, integration and installation for municipal wastewater sites across North America and around the globe. | |||
BioSec Enviro has a full line of conveyance and storage systems including shafted and shaftless conveyors, bins, silos and hoppers for sludge collection and storage, live bottoms, slide gates, sliding frames and rotary bin discharge units. | |||
(ii) | Plasticap | ||
On October 20, 2014, A.C. Simmonds completed the acquisition of 2072906 Ontario Limited, operating as Plasticap. Under the terms of the Agreement, the Company agreed to exchange 300,000 common shares and 700,000 convertible preferred shares valued at $10 per share for all outstanding shares of Plasticap. Results of operations for Plasticap will be included in A.C. Simmonds’ consolidated financial statements from the date of acquisition. | |||
Plasticap has been in operation for more than 50 years, having started in 1963 operating out of a single facility in Richmond Hill. In 1968, Plasticap was acquired by Anchor Cap & Closure, a subsidiary of the Anchor-Hocking Corp. Plasticap subsequently became a privately owned enterprise. Plasticap has expanded its product line from only aerosol closures to liquor closures and lined plastic closures for the food and household product industries. Today Plasticap is a manufacturer of specialty caps and closures for a number of vertical markets, including Food, Dairy, Beverages, Condiments, Industrial, Petro-Chemical, Medical and Pharmaceutical and a critical supply chain partner to many corporations. | |||
Plasticap is expanding its offerings in personal care products to include new lines in flip top closures. Plasticap has also developed a new quick load tamper evident valve seal closure to increase filling line speeds by up to 50%. In addition, recent advancements in induction seal CT closures have made it possible to offer attractive logo branding as well as counterfeit security features. | |||
(iii) | Goudas Food Products and Investments Limited | ||
On November 12, 2014, D&P, the court-appointed Receiver for Goudas Foods, filed a Statement of Claim with the Ontario Superior Court of Justice making a claim against A.C. Simmonds and its subsidiaries for alleged damages. Action is in its very early stages and accordingly no Statement of Defense has been put forth. No amount has been accrued for this contingency given the uncertainty at this time. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||||||||||
Schedule of acquisition purchase price and fair value of assets acquired | ' | ||||||||||||||||||||||||
(ii) | Direct Reefer Services | ||||||||||||||||||||||||
The following table summarizes the preliminary fair values of the DRS assets acquired and liabilities assumed as of the effective acquisition date of May 20, 2014: | |||||||||||||||||||||||||
Purchase Price: | |||||||||||||||||||||||||
Preferred Shares | $ | 3,960 | |||||||||||||||||||||||
Liabilities assumed | 721,805 | ||||||||||||||||||||||||
Total purchase price | $ | 725,765 | |||||||||||||||||||||||
Fair Value of Assets: | |||||||||||||||||||||||||
Current assets | $ | 207,701 | |||||||||||||||||||||||
Property and equipment | 242,667 | ||||||||||||||||||||||||
Excess - identifiable intangible assets | 275,397 | ||||||||||||||||||||||||
Fair value of assets acquired | $ | 725,765 | |||||||||||||||||||||||
(iii) | Vertility Oil And Gas | ||||||||||||||||||||||||
The following table summarises the preliminary fair values of the Vertility Oil & Gas’ assets acquired and liabilities assumed as of the Acquisition date: | |||||||||||||||||||||||||
Purchase Price: | |||||||||||||||||||||||||
Preferred Shares | $ | 396,000 | |||||||||||||||||||||||
Liabilities assumed | 109,035 | ||||||||||||||||||||||||
Total purchase price | $ | 505,035 | |||||||||||||||||||||||
Fair Value of Assets: | |||||||||||||||||||||||||
Current assets | $ | 12,719 | |||||||||||||||||||||||
Excess - identifiable intangible assets | 492,316 | ||||||||||||||||||||||||
Fair value of assets acquired | $ | 505,035 | |||||||||||||||||||||||
(iv) | Worldwide RX100 License Agreement | ||||||||||||||||||||||||
The following table summarizes the preliminary fair values of the RX100 assets acquired and liabilities assumed as of the date of the License Agreement: | |||||||||||||||||||||||||
Purchase Price: | |||||||||||||||||||||||||
Preferred Shares | $ | 60,500 | |||||||||||||||||||||||
Liabilities assumed | 102,088 | ||||||||||||||||||||||||
Total purchase price | $ | 162,588 | |||||||||||||||||||||||
Fair Value of Assets: | |||||||||||||||||||||||||
Current assets | $ | — | |||||||||||||||||||||||
Excess - identifiable intangible assets | 162,588 | ||||||||||||||||||||||||
Fair value of assets acquired | $ | 162,588 | |||||||||||||||||||||||
Schedule of pro forma information of business acquisition | ' | ||||||||||||||||||||||||
The following unaudited supplemental pro forma financial information represents the consolidated results of operations of the group as if the acquisition had occurred as of the beginning of January 1, 2013. The unaudited supplemental pro forma financial information is not necessarily indicative of what the group’s consolidated results of operations actually would have been had it completed the acquisition at the beginning of the period. In addition, the unaudited supplemental pro forma financial information does not attempt to project the group’s future results of operations after the acquisition. | |||||||||||||||||||||||||
Condensed Consolidated Pro Forma Statement of Operations | |||||||||||||||||||||||||
(Amounts expressed in U.S. dollars) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
DRS | ACS | Consolidated | DRS | ACS | Consolidated | ||||||||||||||||||||
Nine-months ended | Years ended | ||||||||||||||||||||||||
September 30, | September 30, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||||||
2014 | 2014 | 2014 | 2013 | 2013 | 2013 | ||||||||||||||||||||
Revenue | $ | 1,658,780 | $ | 85,900 | $ | 1,744,680 | $ | 3,490,834 | $ | 20,500 | $ | 3,511,334 | |||||||||||||
Cost of sales | 1,686,852 | 12,450 | 1,699,302 | 3,055,589 | — | 3,055,589 | |||||||||||||||||||
Gross profit | (28,072 | ) | 73,450 | 45,378 | 435,245 | 20,500 | 455,745 | ||||||||||||||||||
Operating Expenses: | |||||||||||||||||||||||||
General and administrative | 252,570 | 788,038 | 1,040,608 | 711,797 | 99,934 | 811,731 | |||||||||||||||||||
252,570 | 788,038 | 1,040,608 | 711,797 | 99,934 | 811,731 | ||||||||||||||||||||
Loss from operations | (280,642 | ) | (714,588 | ) | (995,230 | ) | (276,552 | ) | (79,434 | ) | (355,986 | ) | |||||||||||||
Other (Income)/ Expense: | |||||||||||||||||||||||||
Other expense | — | — | — | 32,143 | — | 32,143 | |||||||||||||||||||
Interest expense | 28,383 | — | 28,383 | 43,366 | — | 43,366 | |||||||||||||||||||
Loss before income taxes | (309,025 | ) | (714,588 | ) | (1,023,613 | ) | (352,061 | ) | (79,434 | ) | (431,495 | ) | |||||||||||||
Provision for income taxes | — | — | — | — | — | — | |||||||||||||||||||
Net loss | $ | (309,025 | ) | $ | (714,588 | ) | $ | (1,023,613 | ) | $ | (352,061 | ) | $ | (79,434 | ) | $ | (431,495 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||
Schedule of goodwill acquired | ' | ||||
During the period, the Company recorded goodwill and intangibles on its acquisitions as follows: | |||||
Goodwill and Intangible Assets | |||||
Direct Reefer Systems Inc. | $ | 275,397 | |||
Vertility Oil & Gas Corporation | 492,316 | ||||
RX100 Products Inc. | 162,588 | ||||
$ | 930,301 |
Deconsolidation_of_Goudas_Food1
Deconsolidation of Goudas Foods (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Deconsolidation Of Goudas Foods | ' | ||||||||||||
Schedule of pro forma deconsolidation | ' | ||||||||||||
According to Accounting Standards Codification (“ASC”) 810, previously reported consolidated financial results relating to the subsidiary should have been included as historically presented. Given that the acquisition of the subsidiary only happened in the prior quarter, this treatment would have only impacted the nine-month period ended September 30, 2014 as follows: | |||||||||||||
Goudas Foods and | AC Simmonds and Sons Inc., | AC Simmonds and Sons Inc., | |||||||||||
Investments Limited | Consolidated (excl Goudas) | Consolidated (incl Goudas) | |||||||||||
Three-months ended | Nine-months ended | ||||||||||||
30-Jun-14 | 30-Sep-14 | ||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||
Revenue | $ | 9,332,829 | $ | 1,073,280 | $ | 10,406,109 | |||||||
Cost of sales | 8,252,072 | 1,089,097 | 9,341,169 | ||||||||||
Gross profit | 1,080,757 | (15,817 | ) | 1,064,940 | |||||||||
Total operating expenses | 1,239,836 | 963,502 | 2,203,338 | ||||||||||
Loss from operations | (159,079 | ) | (979,319 | ) | (1,138,398 | ) | |||||||
Other (Income) Expense: | |||||||||||||
Gain on deconsolidation of subsidiary | — | — | (259,585 | ) | |||||||||
Gain on write-off of Accumulated Other Comprehensive Loss due to deconsolidation of subsidiary | — | — | (25,664 | ) | |||||||||
Interest expense | 100,506 | 15,780 | 116,286 | ||||||||||
Net loss | $ | (259,585 | ) | $ | (995,099 | ) | $ | (969,435 | ) | ||||
Foreign currency translation (loss) | (25,664 | ) | 42,650 | 16,986 | |||||||||
Comprehensive loss | $ | (285,249 | ) | $ | (952,449 | ) | $ | (952,449 | ) |
Basis_of_Presentation_and_Orga1
Basis of Presentation and Organization (Details Narrative) | 0 Months Ended | |
Jan. 30, 2014 | Sep. 30, 2014 | |
M. Ann Courtney [Member] | ' | ' |
Issuance of shares for cash, shares | -5,750,000 | ' |
John G. Simmonds [Member] | ' | ' |
Issuance of shares for cash, shares | 5,750,000 | ' |
Ownership percentage of outstanding shares | ' | 82.40% |
Acquisitions_Details_Narrative
Acquisitions (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 15, 2014 | Apr. 14, 2014 | Apr. 03, 2014 | Sep. 30, 2014 | 20-May-14 | |
Goudas Food [Member] | Goudas Food [Member] | Vertility Oil and Gas Corporation [Member] | License Agreement [Member] | Series A-2 6% 2014 Convertible Redeemable Preferred Stock [Member] | Series A-2 6% 2014 Convertible Redeemable Preferred Stock [Member] | |||
Donald Meade [Member] | Direct Reefer Services [Member] | |||||||
Liabilities | ' | ' | ' | $19,975,354 | ' | ' | ' | ' |
Assets | ' | ' | ' | 19,721,301 | ' | ' | ' | ' |
Gain on deconsolidation of subsidiary | -259,585 | ' | -259,585 | ' | ' | ' | ' | ' |
Gain on write-off of Accumulated Other Comprehensive Loss due to deconsolidation of subsidiary | ($25,664) | ' | ($25,664) | ' | ' | ' | ' | ' |
Shares issued in acquisition | ' | ' | ' | ' | 7,200,000 | 1,100,000 | ' | 72,000 |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | $0.00 | ' |
Preferred stock, stated value | ' | ' | ' | ' | ' | ' | $10 | ' |
Dividend rate | ' | ' | ' | ' | ' | ' | 6.00% | ' |
Ownership acquired | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Acquisitions_Details
Acquisitions (Details) (Direct Reefer Services [Member], USD $) | 0 Months Ended |
20-May-14 | |
Direct Reefer Services [Member] | ' |
Purchase price: | ' |
Preferred shares | $3,960 |
Liabilities assumed | 721,805 |
Total purchase price | 725,765 |
Fair Value of Assets: | ' |
Current assets | 207,701 |
Property and equipment | 242,667 |
Excess - identifiable intangible assets | 275,397 |
Fair value of assets acquired | $725,765 |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Pro Forma Statement of Operations | ' | ' |
Revenue | $1,744,680 | $3,511,334 |
Cost of sales | 1,699,302 | 3,055,589 |
Gross profit | 45,378 | 455,745 |
Operating expenses: | ' | ' |
General and Administrative | 1,040,608 | 811,731 |
[custom:BusinessAcquisitionsProFormaOperatingExpenses] | 1,040,608 | 811,731 |
Loss from operations | -995,230 | -355,986 |
Other (Income)/Expense: | ' | ' |
Other expense | ' | 32,143 |
Interest expense | 28,383 | 43,366 |
Loss before income taxes | -1,023,613 | -431,495 |
Net loss | -1,023,613 | -431,495 |
A.C. Simmonds [Member] | ' | ' |
Pro Forma Statement of Operations | ' | ' |
Revenue | 85,900 | 20,500 |
Cost of sales | 12,450 | ' |
Gross profit | 73,450 | 20,500 |
Operating expenses: | ' | ' |
General and Administrative | 788,038 | 99,934 |
[custom:BusinessAcquisitionsProFormaOperatingExpenses] | 788,038 | 99,934 |
Loss from operations | -714,588 | -79,434 |
Other (Income)/Expense: | ' | ' |
Loss before income taxes | -714,588 | -79,434 |
Net loss | -714,588 | -79,434 |
Direct Reefer Services [Member] | ' | ' |
Pro Forma Statement of Operations | ' | ' |
Revenue | 1,658,780 | 3,490,834 |
Cost of sales | 1,686,852 | 3,055,589 |
Gross profit | -28,072 | 435,245 |
Operating expenses: | ' | ' |
General and Administrative | 252,570 | 711,797 |
[custom:BusinessAcquisitionsProFormaOperatingExpenses] | 252,570 | 711,797 |
Loss from operations | -280,642 | -276,552 |
Other (Income)/Expense: | ' | ' |
Other expense | ' | 32,143 |
Interest expense | 28,383 | 43,366 |
Loss before income taxes | -309,025 | -352,061 |
Net loss | ($309,025) | ($352,061) |
Acquisitions_Details_2
Acquisitions (Details 2) (Vertility Oil and Gas Corporation [Member], USD $) | 0 Months Ended |
Apr. 14, 2014 | |
Vertility Oil and Gas Corporation [Member] | ' |
Purchase price: | ' |
Preferred shares | $396,000 |
Liabilities assumed | 109,035 |
Total purchase price | 505,035 |
Fair Value of Assets: | ' |
Current assets | 12,719 |
Excess - identifiable intangible assets | 492,316 |
Fair value of assets acquired | $505,035 |
Acquisitions_Details_3
Acquisitions (Details 3) (Rx 100 Inc [Member], USD $) | 0 Months Ended |
Apr. 16, 2014 | |
Rx 100 Inc [Member] | ' |
Purchase price: | ' |
Preferred shares | $60,500 |
Liabilities assumed | 102,088 |
Total purchase price | 162,588 |
Fair Value of Assets: | ' |
Excess - identifiable intangible assets | 162,588 |
Fair value of assets acquired | $162,588 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Going Concern | ' | ' | ' | ' | ' |
Net loss | ($414,824) | ($24,499) | ($995,099) | ($79,434) | ' |
Accumulated deficit | -1,134,392 | ' | -1,134,392 | ' | -139,293 |
Working capital deficit | $1,446,925 | ' | $1,446,925 | ' | ' |
Earnings_Loss_per_Common_Share1
Earnings (Loss) per Common Share (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Loss per share of common stock: | ' | ' | ' | ' |
Fully diluted shares | 15,680,000 | 6,980,000 | 11,059,121 | 6,589,891 |
Common stock equivlalents excluded | 0 | 0 | 0 | 0 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 03, 2014 | Apr. 09, 2014 | Apr. 09, 2014 | Apr. 14, 2014 | 20-May-14 | |
License Agreement [Member] | Goudas Food [Member] | Goudas Food [Member] | Vertility Oil and Gas Corporation [Member] | Direct Reefer Services [Member] | ||||
Donald Meade [Member] | Common Stock [Member] | Convertible Preferred Stock [Member] | Series A-2 6% 2014 Convertible Redeemable Preferred Stock [Member] | |||||
Contributed services recorded as contributed capital | $16,250 | ' | ' | ' | ' | ' | ' | ' |
Contributed services recorded as contributed capital, valuation | $65,000 | ' | ' | ' | ' | ' | ' | ' |
Shares issued in acquisition | ' | ' | ' | 1,100,000 | 400,000 | 167,200 | 7,200,000 | 72,000 |
Common stock, issued | ' | 15,680,000 | 6,980,000 | ' | ' | ' | ' | ' |
Common stock, outstanding | ' | 15,680,000 | 6,980,000 | ' | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | 20-May-14 | Apr. 14, 2014 | Apr. 16, 2014 | |
Direct Reefer Services [Member] | Vertility Oil and Gas Corporation [Member] | Rx 100 Inc [Member] | ||
Goodwill acquired | $930,301 | $275,397 | $492,316 | $162,588 |
Contingencies_Details_Narrativ
Contingencies (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Damages claimed | $755,559 |
Loss of rent and other damages claimed | $55,000,000 |
Deconsolidation_of_Goudas_Food2
Deconsolidation of Goudas Foods (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | |
Goudas Foods and Investments Limited [Member] | Consoidated Entity Incl. Goudas [Member] | |||||
Revenue | $816,542 | $5,000 | $1,073,280 | $20,500 | $9,332,829 | $10,406,109 |
Cost of Sales | 799,955 | ' | 1,089,097 | ' | 8,252,072 | 9,341,169 |
Gross Profit | 16,587 | 5,000 | -15,817 | 20,500 | 1,080,757 | 1,064,940 |
Total operating expenses | 708,335 | 29,499 | 963,502 | 99,934 | 1,239,836 | 2,203,338 |
Loss from operations | -691,748 | -24,499 | -979,319 | -79,434 | -159,079 | -1,138,398 |
Other (Income) Expense: | ' | ' | ' | ' | ' | ' |
Gain on deconsolidation of subsidiary | -259,585 | ' | ' | ' | ' | -259,585 |
Gain on write-off of Accumulated Other Comprehensive Loss due to deconsolidation of subsidiary | -25,664 | ' | ' | ' | ' | -25,664 |
Interest expense | 8,325 | ' | 15,780 | ' | 100,506 | 116,286 |
Net loss | -414,824 | -24,499 | -995,099 | -79,434 | -259,585 | -969,435 |
Foreign currency translation gain | 51,455 | ' | 42,650 | ' | -25,664 | 16,986 |
Comprehensive loss | ($363,369) | ($24,499) | ($952,449) | ($79,434) | ($285,249) | ($952,449) |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Biosec [Member] | Biosec [Member] | Plasticap Inc. [Member] | Plasticap Inc. [Member] | |||
Convertible Preferred Stock [Member] | Common Stock [Member] | Convertible Preferred Stock [Member] | ||||
Ownership acquired | ' | ' | 100.00% | ' | ' | ' |
Shares issued in acquisition | ' | ' | ' | 250,000 | 300,000 | 700,000 |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Preferred stock, stated value | ' | ' | ' | $10 | ' | $10 |