Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2017 | Jan. 12, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | TGS International Ltd. | |
Entity Central Index Key | 1,701,859 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 13,530,000 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Financial Position (Unaudited) - USD ($) | Nov. 30, 2017 | Feb. 28, 2017 |
Current | ||
Cash and cash equivalents | $ 6,331 | $ 20,867 |
Prepaid expenses | 2,298 | 7,548 |
Trades receivable | 5,488 | 1,490 |
Total current asset | 14,117 | 29,905 |
Long-term | ||
Equipment and fixture (Note 4) | 9,422 | 9,918 |
Total Assets | 23,539 | 39,823 |
Current | ||
Trades and other payables | 12,114 | 19,955 |
Due to related parties (Note 5) | 50,879 | |
Total current liabilities | 62,993 | 19,955 |
Total Liabilities | 62,993 | 19,955 |
STOCKHOLDERS' DEFICIENCY | ||
Capital Stock Authorized 200,000,000 common stock, voting, par value $0.0001 each 100,000,000 preferred stock, non-voting, par value $0.0001 each Issued 13,530,000 common stock (Note 6) | 1,353 | 1,353 |
Additional paid in capital (Note 6) | 33,094 | 33,094 |
Deficit | (73,633) | (14,327) |
Accumulated other comprehensive loss | (268) | (252) |
Total Stockholders’ Equity (Deficiency) | (39,454) | 19,868 |
Total Liabilities and Stockholders’ Equity | $ 23,539 | $ 39,823 |
Condensed Interim Consolidated3
Condensed Interim Consolidated Statements of Financial Position (Parentheticals) (Unaudited) - $ / shares | Nov. 30, 2017 | Feb. 28, 2017 |
Condensed Interim Consolidated Statements Of Financial Position Parentheticals | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, voting par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, non-voting par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 13,530,000 |
Condensed Interim Consolidated4
Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2017 | Nov. 30, 2017 | |
Condensed Interim Consolidated Statements Of Comprehensive Loss | ||
Revenue | $ 18,810 | $ 26,627 |
Cost of goods sold | (13,881) | (18,633) |
Gross profit | 4,929 | 7,994 |
Expenses | ||
Depreciation | 509 | 509 |
Filing fees | 16,611 | 17,856 |
General & administration | 4,279 | 6,914 |
Management fee | 4,726 | 6,207 |
Professional fees | 25,461 | 35,814 |
Total expenses | (51,586) | (67,300) |
Net loss | (46,657) | (59,306) |
Other comprehensive income (loss) | ||
Foreign currency adjustment | 148 | (16) |
Comprehensive loss | $ (46,509) | $ (59,322) |
Basic and diluted loss per stock | $ (0.003) | $ (0.004) |
Weighted average number of shares outstanding | 13,530,000 | 13,530,000 |
Condensed Interim Consolidated5
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulatedt Other Comprehensive Income [Member] | Deficit [Member] | Total |
Begining balance, amount at Dec. 01, 2016 | |||||
Begining balance, shares at Dec. 01, 2016 | |||||
Common stock issued, amount | $ 1,353 | 30,103 | 31,456 | ||
Common stock issued, shares | 13,530,000 | ||||
Stockholder contribution on acquisition | 2,991 | 2,991 | |||
Net loss for the period | (14,327) | (14,327) | |||
Other comprehensive loss for the period | (252) | (252) | |||
Ending balance, amount at Feb. 28, 2017 | $ 1,353 | 33,094 | (252) | (14,327) | 19,868 |
Ending balance, shares at Feb. 28, 2017 | 13,530,000 | ||||
Net loss for the period | (59,306) | (59,306) | |||
Other comprehensive loss for the period | (16) | (16) | |||
Ending balance, amount at Sep. 30, 2017 | $ 1,353 | 33,094 | (268) | (73,633) | (39,454) |
Ending balance, shares at Sep. 30, 2017 | 13,530,000 | ||||
Begining balance, amount at Feb. 28, 2017 | $ 1,353 | $ 33,094 | $ (252) | $ (14,327) | 19,868 |
Begining balance, shares at Feb. 28, 2017 | 13,530,000 | ||||
Net loss for the period | (59,306) | ||||
Ending balance, amount at Nov. 30, 2017 | $ (39,454) | ||||
Ending balance, shares at Nov. 30, 2017 | 13,530,000 |
Condensed Interim Consolidated6
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) | 9 Months Ended |
Nov. 30, 2017USD ($) | |
Operating activities | |
Net loss for the period | $ (59,306) |
Depletion and depreciation | 509 |
Changes in non-cash working capital: | |
Trades receivable | (3,935) |
Prepaid expenses | 5,432 |
Trade and other payables | (8,356) |
Due to related parties | 50,610 |
Net cash used in operating activities | (15,046) |
Effect of exchange rate changes on cash | 510 |
Net cash increase (decrease) for period | (14,536) |
Cash and cash equivalents, beginning of the period | 20,867 |
Cash and cash equivalents, end of the period | $ 6,331 |
Nature and Continuance of Opera
Nature and Continuance of Operations and going concern | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Nature and Continuance of Operations and going concern | TGS International Ltd. (TGS or the Corporation) was incorporated in the state of Nevada, United States on December 1, 2016. On December 21, 2016, the Corporation entered into a business combination by acquiring TGS Building Products Ltd., (TGS Alberta) (Note 3). TGS Alberta, which was incorporated on March 8, 2016 specializes in the sale and distribution and installation of building materials and is focused in the North American market. Going Concern These condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At November 30, 2017, the Corporation had not yet achieved profitable operations and has a negative working capital of $48,876 and accumulated losses of $73,633 since its inception. The Corporation expects to incur further losses in the development of its business, all of which casts substantial doubt about the Corporations ability to continue as a going concern. The Corporations ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | This summary of significant accounting policies is presented to assist in understanding the condensed interim consolidated financial statements. The condensed interim consolidated financial statements and notes are the representations of the Corporations management, who is responsible for their integrity and objectivity. The condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 210 8-03 of Regulation S-X, and therefore do not include all the information necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and footnotes for the period ended February 28, 2017 included in the Corporations filed Form S-1. Basis of Presentation The Corporations condensed interim consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These condensed interim consolidated financial statements include the Corporations wholly owned subsidiary, TGS Building Products Ltd., and 100 percent of its assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated. The functional currency of the Corporation and its subsidiaries is Canadian dollars (C$). The Corporations reporting currency is the United States currency (US dollars). While the information presented in the accompanying condensed interim consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the period ended November 30, 2017 are not necessarily indicative of the results that can be expected for the year ended February 28, 2018. Use of Estimates The preparation of condensed interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements The Corporation adopts new pronouncements relating to accounting principles generally accepted in the United States of America applicable to the Corporation as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business in order to assist companies in the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance also removes the existing evaluation of a market participants ability to replace missing elements and narrows the definition of output to achieve consistency with other topics. This ASU is effective for fiscal years beginning after December 15, 2016 (fiscal 2018), and interim periods within those fiscal years. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU requires the Company to perform its annual, or applicable interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge must be recognized at the amount by which the carrying amount exceeds the fair value of the reporting unit; however, the charge recognized should not exceed the total amount of goodwill allocated to that reporting unit. Income tax effects resulting from any tax deductible goodwill should be considered when measuring the goodwill impairment loss, if applicable. This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 (fiscal 2021). The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed to have a material impact on the Corporations present or future consolidated financial statements. |
Business acquisition
Business acquisition | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Business acquisition | On December 21, 2016, the Corporation acquired all of the issued and outstanding stock of TGS Alberta from related parties for cash of $154. This acquisition enables the company to operate in the Canadian market. Consideration: $ Cash paid 154 Stockholder contribution 2,991 3,145 Net assets received: Cash (23 ) Trade receivables 3,916 Equipment 9,783 Trade and other payables (10,570 ) Foreign exchange 39 3,145 The acquisition constitutes a business combination and is accounted for in accordance with Accounting Standards Codification 805 Business Combinations. The acquisition date fair value of consideration transferred in the transaction was $3,145 which approximates the fair value of the net assets received. All costs associated with the transaction were expensed as incurred. At the time of acquisition, gross contractual amounts receivable were $3,916, and were collected subsequent to the transaction. |
Property and equipment
Property and equipment | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Property and equipment | Period ended September 30, 2017 Furniture & Fixtures Total Cost Beginning balance $ 9,918 $ 9,918 - - Ending balance 9,918 9,918 Accumulated Depletion Beginning balance - - Depreciation (509 ) (509 ) Foreign exchange difference 13 13 Ending balance (496 ) (496 ) Book Value $ 9,422 $ 9,422 Period ended December 31, 2016 Furniture & Fixtures Total Cost Beginning balance $ - $ - Addition 9,918 9,918 Ending balance 9,918 9,918 Accumulated Depletion Beginning balance - - Depreciation - - Ending balance - - Book Value $ 9,918 $ 9,918 |
Due to related parties
Due to related parties | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Due to related parties | As at November 30, 2017, the Corporation was obligated to shareholders for funds advanced to the Corporation for working capital, in the amount of $50,879 (February 28, 2017 - $Nil). The advances are unsecured and no interest rate or payback schedule has been established. |
Common stock
Common stock | 9 Months Ended |
Nov. 30, 2017 | |
Notes to Financial Statements | |
Common stock | On December 1, 2016, the date of incorporation, the Corporation received $723 to issue 9,500,000 common stocks. On January 28, 2017, the Corporation closed a private placement to issue 4,030,000 common stocks for gross proceeds of $30,733. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Corporations condensed interim consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These condensed interim consolidated financial statements include the Corporations wholly owned subsidiary, TGS Building Products Ltd., and 100 percent of its assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated. The functional currency of the Corporation and its subsidiaries is Canadian dollars (C$). The Corporations reporting currency is the United States currency (US dollars). While the information presented in the accompanying condensed interim consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the period ended November 30, 2017 are not necessarily indicative of the results that can be expected for the year ended February 28, 2018. |
Use of Estimates | The preparation of condensed interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | The Corporation adopts new pronouncements relating to accounting principles generally accepted in the United States of America applicable to the Corporation as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business in order to assist companies in the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance also removes the existing evaluation of a market participants ability to replace missing elements and narrows the definition of output to achieve consistency with other topics. This ASU is effective for fiscal years beginning after December 15, 2016 (fiscal 2018), and interim periods within those fiscal years. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU requires the Company to perform its annual, or applicable interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge must be recognized at the amount by which the carrying amount exceeds the fair value of the reporting unit; however, the charge recognized should not exceed the total amount of goodwill allocated to that reporting unit. Income tax effects resulting from any tax deductible goodwill should be considered when measuring the goodwill impairment loss, if applicable. This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 (fiscal 2021). The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed to have a material impact on the Corporations present or future consolidated financial statements. |
Business acquisition (Tables)
Business acquisition (Tables) | 9 Months Ended |
Nov. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of net asset received in acquisition | Consideration: $ Cash paid 154 Stockholder contribution 2,991 3,145 Net assets received: Cash (23 ) Trade receivables 3,916 Equipment 9,783 Trade and other payables (10,570 ) Foreign exchange 39 3,145 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Nov. 30, 2017 | |
Property And Equipment Tables | |
Schedule of property and equipment | Period ended September 30, 2017 Furniture & Fixtures Total Cost Beginning balance $ 9,918 $ 9,918 - - Ending balance 9,918 9,918 Accumulated Depletion Beginning balance - - Depreciation (509 ) (509 ) Foreign exchange difference 13 13 Ending balance (496 ) (496 ) Book Value $ 9,422 $ 9,422 Period ended December 31, 2016 Furniture & Fixtures Total Cost Beginning balance $ - $ - Addition 9,918 9,918 Ending balance 9,918 9,918 Accumulated Depletion Beginning balance - - Depreciation - - Ending balance - - Book Value $ 9,918 $ 9,918 |
Nature and Continuance of Ope16
Nature and Continuance of Operations and going concern (Detail Narrative) - USD ($) | 9 Months Ended | |
Nov. 30, 2017 | Feb. 28, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Entity incorporation, state country name | Nevada | |
Entity incorporation, date of incorporation | Dec. 1, 2016 | |
Working capital deficit | $ (48,876) | |
Accumulated losses | $ (73,633) | $ (14,327) |
Business acquisition (Details)
Business acquisition (Details) - TGS Alberta [Member] | 1 Months Ended |
Dec. 21, 2016USD ($) | |
Consideration: | |
Cash paid | $ 154 |
Stockholder contribution | 2,991 |
Total consideration | 3,145 |
Net assets received: | |
Cash | (23) |
Trade receivables | 3,916 |
Equipment | 9,783 |
Trade and other payables | (10,570) |
Foreign exchange | 39 |
Net assets received, total | $ 3,145 |
Business acquisition (Detail Na
Business acquisition (Detail Narrative) - TGS Alberta [Member] | 1 Months Ended |
Dec. 21, 2016USD ($) | |
Consideration: | |
Cash paid | $ 154 |
Net assets received: | |
Net assets received, total | 3,145 |
Trade receivables | $ 3,916 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2016 | Nov. 30, 2017 | Nov. 30, 2017 | |
Cost | |||
Beginning balance | $ 9,918 | ||
Addition | 9,918 | ||
Ending balance | 9,918 | $ 9,918 | 9,918 |
Accumulated Depletion | |||
Beginning balance | |||
Depreciation | (509) | (509) | |
Foreign exchange difference | 13 | ||
Ending balance | (496) | (496) | |
Book Value | 9,918 | 9,422 | 9,422 |
Furniture and Fixtures [Member] | |||
Cost | |||
Beginning balance | 9,918 | ||
Addition | 9,918 | ||
Ending balance | 9,918 | 9,918 | 9,918 |
Accumulated Depletion | |||
Beginning balance | |||
Depreciation | (509) | ||
Foreign exchange difference | 13 | ||
Ending balance | (496) | (496) | |
Book Value | $ 9,918 | $ 9,422 | $ 9,422 |
Due to related parties (Detail
Due to related parties (Detail Narrative) - USD ($) | Nov. 30, 2017 | Feb. 28, 2017 |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 50,879 |
Common stock (Detail Narrative)
Common stock (Detail Narrative) - USD ($) | 1 Months Ended | |
Jan. 28, 2017 | Dec. 01, 2016 | |
Common stock shares reserved for future issuance, value | $ 723 | |
Common stock shares reserved for future issuance, shares | 9,500,000 | |
Private Placement [Member] | ||
Common stock shares reserved for future issuance, shares | 4,030,000 | |
Gross proceeds from private placement issue | $ 30,733 |